Web of Mutants
by oceanbang
Summary: XEVOSpiderMan crossover. Mystique captures Spider-Man in a plot to change Bayville. But how will Spidey face her and her mutant minions? And will he be able to trust the X-men? SpiderMan and an X-girl, Jott, Lancitty, Romy, others. Please R&R.
1. Kidnapped

This story takes place a few months after Ascension Pt2.

Summary: When Mystique captures Spider-Man, how will he escape from her and her mutant minions? And will he be able to trust the X-men? And how will the people in Bayville treat him when they think he's a mutant?

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> New York City was much busier than Bayville. There was no close comparison.
> 
> This did not bother the shape-shifting mutant known as Mystique at all. She was on a mission, and she was the leader. It wasn't for Magneto, it wasn't for Apocalypse or Mesmero, it was for her. Not only her personal gain, but also she was the leader of her team. Actually, she considered herself the head of the team, not really the leader. The other mutants were her minions more than teammates.Ever since Mystique had heard of some Spider-Man, she immediately took it to her advantage and wanted to find this supposed mutant. As strong as he was, Mystique knew she would have a much better chance at "changing" Bayville. So much mutant hatred and bigotry that surrounded mutants was present in the town. She wanted to change all of that.So she had taken a trip to New York, easily posed as a journalist at the Daily Bulge. She had chosen it because of the amazing pictures of Spider-Man that were taken by a photographer there. If he could get that close and personal with the superhero, than he must know him.Or be him."Peter Parker, that's his name." Mystique stated to herself, as she was pretending to do her work. She had found that imposing as a journalist was quite fun, except when J.J. Jameson was prowling the rooms.On more than one occasion, Mystique would have gladly knocked the man on his butt, and tell him how much of an asshole she thought he was. But the shape-shifting mutant didn't want to blow her cover or get fired. Not that it mattered.Raven Darkholme was what the others at the Daily Bulge knew her by. It was, more or less, her name. But she would be gone soon. Back to Bayville.Her mutant minions were back staying at the old Brotherhood house. Currently, the mutants she had used to train before Magneto had pissed her off were staying at Xavier's. But she didn't care.Tonight, she was going to follow Peter Parker. She would use force if necessary, but she also wanted to trick him into following her. A girlfriend, a family relative, once she found someone, she'd simply shift into him or her and get Peter to follow her.If he was the actual Spider-Man.It had taken Mystique a few months after she recovered from being used by Apocalypse to find mutant for her team. She treated them better than she did the Brotherhood. She cared for them a little more, especially after some more dramatic events with her own children. But hopefully this Spider-Man would aid her quest in diminishing Bayville bigotry toward mutants.It was around nine o' clock when Peter Parker started to leave the Daily Bulge. Mystique started to leave as well, trying to act coincidental and not some obvious. She even shared an elevator ride with the young man."Hey there." Peter greeted nicely. Mystique nodded back with a half smile.Peter Parker looked similar to the Spider-Man. There was comparison in height, the two being a few inches over six feet. Their build as well, both being muscular.But of course there are probably a lot of men around here with large muscle and a height over six feet, Mystique thought dully. But then she remembered Spider-Man's personality from interviews on TV. He seemed a nice enough guy, just wanting to protect the town and stop crime. He also seemed laid back. It was more like he was serious about his work, but he was also humorous and calm. Peter has seemed that way too. Thus, giving her more incentive to think they were two of the same. Or at least close friends. Peter's snapshots of the web slinger were amazing, like he was right there.The elevator doors opened, and Peter motioned toward Raven."After you Mrs. Darkholme. Ladies first.""Oh how polite, Mr. Parker." Mystique answered in a mock tone of a high and happy voice. She didn't like being that way, but it was all the more disguising.Mystique walked off in front of Peter, a little quicker with her strides. Once she reached the streets, the blue skinned mutant shifted to a pedestrian.Peter came out a second later, and looked around confused."Where'd she go?" He whispered to himself, but Mystique was there to hear it.She pretended to be walking casually as she followed Peter. Every now and then she would shape shift in a second, just incase Peter noticed he was being followed by the same person.But over time, Peter strides had become quicker, and Mystique noticed she had to almost power walk to catch up.Suddenly, Peter spun around, and tackled Mystique, who was now posed as a businessman."What are you doing?" She asked in a deep male tone, still surprised at his actions."Show yourself, whoever you are! I can tell you're a shape shifter!" He ordered._ How could he have figured that out?! Not once did he look back, and how could he of even guessed?!_ Mystique didn't care how he knew, but it was time to get physical.Shifting to her blue skinned and black outfit appearance, Mystique quickly flipped Peter off of her with her legs. But he landed on his feet.The shape-shifting mutant flipped in the air, breaking down an axe kick. But Peter dodged right out from under it._He's quick, but that won't be enough!___   
  
Mystique took on the form of one of her old allies, Sabertooth. She thought the claws and size would help to her advantage.Lunging at Peter, Mystique made a quick swipe with her claws. Having been a little in awe, Peter didn't move as quickly as before. The claws tore through the front of T-shirt, leaving it in tatters. But beneath the shirt was not skin, but a costume. Red with black lines, as well as a black symbol of a spider.Mystique felt triumphant, finding Spider-Man. But now that she knew whom Peter really was.Peter glanced down at his shredded T-shirt. At a quick speed, Peter tossed his jacket off and tore off his T-shirt, and the pulled off pants. Now the full costume was revealed. There was also blue, along with the red and black.Peter slipped on his mask, and now as Spiderman, shot a web string, and swung up and onto a rooftop.Mystique, still as Sabertooth, immediately followed by leaping onto widow sills.So it became a showdown on the rooftop.Spider-Man shot a web at Mystique, who easily dodged, quickly advancing on him. Mystique leapt at the wall crawler, and was surprised to be flipped over. It had not occurred to her that Spider-Man was also very strong._Only a minor setback,_ she thought, before swiping at Spider-Man in a fury.He was quick, but she was persistent.Spider-Man dodged most of the attacks, but then one caught him across his chest, tearing through his costume and leaving slashes. This slowed him a little, which gave Mystique even more opportunities. She slashed along Spider-Man's arm and up his shoulder, shredding most of his sleeve and leaving a bleeding injuring.Spider-Man clutched his bare and bleeding arm, only to suddenly be smacked onto his back by Mystique.The wall crawler tried to get back onto his feet, but Mystique hit him again. This time, knocking Spider-Man to the ground harder. He groaned and lay in the same place."Rough night?" Mystique asked sarcastically in her own voice as she shifted back. "Hope I didn't hurt you too much, as I want you to be ready soon. I hope you like Bayville, because it's going to be your knew home." She stated with false concern. "You're with me now Peter Parker. I hope you like Bayville, because soon, it will be your new home!"

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A/N: In the comics, Mystique did actually pose as a journalist at the Daily Bulge, while Peter Parker was there. Mystiques minions are actually characters from the comics and show. Please review.


	2. Confusion

Thank you to all of those who reviewed!

lulugir17: Thanks for the review!

Goofn1: Thanks, I'm glad you like the combination! Look for some Lancitty soon.

Agent-G: Thanks for reading mine, but your cross-over is awesome! Two of Mystique's minions will appear in this chapter. They shouldn't be too hard to guess.

Chiomon: Thanks!

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> _Where am I?_
> 
> _   
  
_ It was the first thought Peter Parker had, as he awoke from unconsciousness.The young photographer looked around, seeing that he was in a bedroom. It was small, with a dresser, window, and a mirror. The bed was quite comfortable. But then Peter felt a chill, and noticed that the upper half of his Spider-Man outfit was missing, leaving his upper body bare. There was though, a wrap of bandaging over the slashes on his chest, as well as bandaging around his arm and shoulder, where his other injuries were.Peter was sore, but he still got out of bed. Noting that his web blasters were missing with his along with the other half of his uniform, made contemplate on his escape._ There won't be any quick escapes, that's for sure. Without my web blasters, I can't swing on anything. Well might as well check my surroundings.__   
  
_ Peter moved to the door, slowly opening it. If anything dangerous were near, his spider sense would tingle. But judging by what he had experienced with the shape shifter, he expected it would be close.The door led to a hall, which Peter quickly moved through along the ceiling, just in cases someone would pop in. The hall led to some stairs close by.Peter dropped to the floor, listening if anyone was coming close. There was nothing, so the wall crawler slowly descended the stairs._ The front door_, Peter thought triumphantly. But if I'm going to go anywhere, I'll need my web blasters. Or at least a shirt. Peter expected it to be chilly out, and with him being shirtless, there was a chance the cold would slow him down. I don't expect there'd be a large and puffy jacket anywhere, he thought, half hoping it would appear right before him."If only I'd been kidnapped in the summer." Peter joked to himself under his breath.But suddenly he received that feeling that he was so used to.The tingling of his spider sense.Peter ducked just as a foot swooped over his head and smashed into the wall next to him."Dammit, no one ever tell you when they are going to attack you from behind." Peter joked as he put a little distance between him and his attacker.But he was now serious.It was a girl in front of him, probably sixteen or so. She had dark brown hair that fell past her shoulders. There was something else too.As Peter looked closer, he could see two sharp claw-like objects sticking out from the girl's knuckles. But then, two more shot out from her other hand."Are those homemade?" Peter asked, preparing himself as the girl charged at him screaming. He ducked under her flying sidekick. The girl flipped of the wall in mid air, and another claw-like thing protruded out of her foot.Peter jumped back quickly, but the blade caught a little bit of his arm, tearing through the bandages and leaving a fresh wound. Peter grunted, grabbing his arm.But the girl simply lunged at Peter again, foot in front this time. The wall crawler ducked, as the girl's foot blade stabbed into the wall. But it was out of the wall in a second, and the girl was already lunging with her knuckled claws.Peter flipped backwards through the air, landing on the wall. He quickly crawled up and across the ceiling. But to his surprise, the girl easily leapt high in the air. Peter pushed himself sideways, just as the girl stabbed into the ceiling. But the girl hung from the ceiling, and kicked Peter in the back as he dropped toward the floor. The kick caused him to sprawl into a chair, knocking it over.The girl was instantly on Peter as he jumped to his feet. She missed a roundhouse kick, and a spin back fist as Peter was quickly dodging. But then the girl spun and elbowed Peter in the ribs, with a lot more power than Peter had expected. The web slinger stumbled backwards._ Yep, she certainly broke a few bones with that._The girl slid out the blade on her other foot, ready to slash at Peter. But then she froze.Then she started to float.Peter watched as a redhead stared intently from outside the window, as the girl struggled against whatever it was that was holding her.** Hurry, get out of there!**Peter frowned as someone spoke in his mind. Either way, his enemy was at bay, and he was injured._ What the hell, I can take advice from my conscience! Although, I didn't expect it to sound female,_ Peter mused, as he quickly made his way to the front door, still clutching his hand to his injury."Let me go!!!" The girl screamed as Peter passed her."Hey, I'm not doing that." He joked, getting closer to the door. But once again, his spider sense tingled.Peter jumped back as a pink form of energy pierced the front door. The owner of the weapon moved up toward Peter. She looked a little older than the other girl, with purple hair that was pulled back in a ponytail."Sorry but I've over stay my welcome." Peter joked, as he sensed something about to barrel into the door.A scarlet beam swept the door off its hinges, and into the girl. Peter quickly moved on, escaping outside.A man with ruby shades stepped in front of him, but not to bar his path."Let me guess, you're here to save me. You know, I don't think I've ever played the damsel in distress role, so you'll have to forgive me if I don't do it well."The man looked at Peter a little confused."Just get in the car." The guy ordered after a few seconds."No need to tell me twice."Peter took off, but not very fast. His wound was already bleeding down his arm, and his broken ribs were causing him pain.Once he made it to a sleek black vehicle, he jumped inside and onto one of the many passenger seats.The redhead and the ruby shades quickly joined him inside.The guy started the truck, and pushed on the gas. Peter watched out the window as his surroundings passed by."Thanks for helping me back there." Peter answered to the two up front."We were just glad to get to you so quickly." The redhead turned around and said. Peter noticed her eyeing his shirtless frame.** I hope you like what you see. I love it when I attract lovely ladies, Red.**
> 
> **  
** ** It's Jean, not Red. And I live with plenty of guys who looks just as buff as you do. So don't feel special.**
> 
> **   
  
** Peter suddenly gave the redhead a freaked out glance, before she turned back around.That's the last time I think things when she's around, Peter mused. Then he closed his eyes, and though all the pain and confusion, he tried to relax.

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A/N: Next chapter will probably show if Peter will join the X-men or not. Stay tuned. Suggestions welcomed. Please review.


	3. Explanations

Thanks to all those who reviewed!

Chiomon: Sorry about not having Peter and Mystique battle there. And yes, that girl you stated is with Mystique. Thanks for the review!

Agent-G: Thanks, I'm glad you like the fight scene! One of your guess on Mystique's team is right. But the other girl was not Blink. And about Mystique, she mainly is just really hating the bigotry in Bayville, and her she is making her team to teach Bayville a lesson more or less. But she has other intentions too...By the way, thanks for the technical tip.

The Uncanny R-Man: Thanks for the reviews!

lulugir715: Thanks!

Emerald Knight1: Thank you! And Peter does explain a little to the X-men in this chapter, although the conflict that you mentioned is upcoming.

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> ** Welcome Mr. Parker.**
> 
> ****   
  
For the second time that day, Peter Parker heard a voice in his head. It was starting to creep him out.Upon entering the foyer of the huge mansion he was brought to, a man in a wheelchair gave him a gracious smile."Hello Mr. Parker, my name is Professor Charles Xavier." The man offered."Now I'm not going to ask how did you know my name, but can you tell me what's going on? I mean, first I was captured by this shape shifter, and then there were these two girls, and now I'm here.""Mr. Parker,""Call me Peter." Peter interrupted politely."Peter, I am a telepath as you might have guessed. I have ways of knowing a lot about people, especially mutants. There is a device in this mansion, Cerebro, which strengthens my abilities greatly. I can pinpoint any mutant on the globe and their power. You see I have been watching a certain mutant, your kidnapper, because of unusual situations surrounding her. When I found noticed her trip to New York, I became suspicious. So I sent two of my students, Scott and Jean, to investigate. I'm glad they got there in time to assist you."Peter thought over what the man had just told him."So Professor, am I correct to think that the sign outside that had the thing about "gifted" children meant people with special abilities?" Peter questioned."Yes, you are correct. My students and staff all have certain powers. But don't feel detruded, even though you are human and not mutant, I would still like you to rest here.""But Professor, I'm like you guys. Watch this." Peter offered. Then he preformed a backflip over Scott and Jean, landing on the wall. He easily crawled up the wall and onto the ceiling."Whoa, is there anything else you can do?" Scott asked, interested."Enhanced strength, speed, agility, the works. It was pretty much a packaged deal. But wait, let me show you something else."Peter dropped off the high ceiling, and landed comfortably in a crouch."Scott, after I close my eyes, you try to attack me from any side.""Okay." He answered, looking a little confused. But once Peter closed his eyes, Scott moved in from behind. Just as Peter's spider sense tingled, Scott lunged into a hook punch. Immediately, Peter spun under it, and slammed Scott in the chest, sending him onto his back. "Pretty good there, Peter.""Thanks, it pretty much tells me when there's danger and all." Peter stated, giving Scott a hand."Yes indeed. But I did not detect your mutant signature at all, and I'm guessing that you've been using it quite a lot in the past few days." The Professor marveled. Peter gave him a sheepish look."Well, I'm really not a mutant. Got bit by a radioactive spider, that's all.""Really? You say it like it's no big deal." Jean replied, amused."Well, it hurt like hell, but then later I was like this." Peter flexed his upper body. "And I had all the other abilities too, plus I used to wear glasses. But not anymore. I also invented these things called web shooters. They're cartridges that go around my wrists and can shoot really strong web. That's how I swing along on the tall buildings in New York. By the way, where am I again?""Bayville, not too far from where you used to live I guess." Scott answered."Well I guess I'm done informing myself and all. If you don't mind, I'd like to take you up on your offer, Professor.""Of course, Peter. But do understand, you are welcome to join us. Even though you are not technically a mutant, I can tell you fight for the same thing we do. I would be pleased if you joined the X-men.""The X-men? Are you guys like a superhero team or something?" Peter asked simply. "I fight crime you know. I'm Spider-Man, you've probably heard of me."The three mutants shook their heads."Well I guess I'm not that famous. I don't know Professor; I really need to think your offer over. But I'll be sure to rest. Thanks." Peter inquired, yawning a little."Scott, please show Peter to a spare bedroom. Also, feel free to join us for breakfast tomorrow, Peter. You can meet the other teens who live here.""Uh, how many other teens, Professor?" Peter asked, just noticing how big the mansion really was."Enough to fill up almost all the many spare bedrooms in his mansion. Most of them are two teens to a room."Peter nodded, and followed Scott up the large staircase._What have I gotten myself into_?
> 
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"I'm sorry Mystique, I was unable to stop him. The prisoner escaped."
> 
> "It does not matter. We can always get him back. With your four girls and myself, the guy doesn't stand a chance. But there is someone else.""Who Mystique? The X-men?""Besides them. There are others. They want to destroy the X- men. But I'm guessing they'll want Peter Parker, too.""What shall we do?""I am not sure yet. But it seems there is a lot in store for not only Spider-Man, but the X-men as well."
> 
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A/N: A little short. But the action and maybe some more answers to come in the next chapter. Suggestions welcomed. Please review. 


	4. Breakfast

Emerald Knight1: I'm glad you liked the last chapter. Someone pops up from Spidey's universe right at the end of this chapter. Also, everyone's reaction to finding out Spider-Man's a masked super hero won't be the same.

Agent-G: I'm glad you still like it, and also, here's the breakdown of Mystique's team, which should probably appear soon. Her mutant fighter are the two mutant fighters from the second chapter. The other two are female, both mutants, one is from the show, as the other one is a mutant from the comics.

The Uncanny R-man: Thank you.

Idypebsaby: Thanks for the review. Spidey will stick with the X-men for this upcoming danger, but his decision will be revealed after.

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> Peter Parker awoke early in the morning, and to his surprise, found himself in a bed that was not his. Quickly remembering what had happened to him in the past two days, Peter sighed. He'd been kidnapped, attacked, saved, and offered a stay in an extremely nice mansion with teenagers like him.
> 
> Peter yawned, and got up out of his bed and strode toward the door. The web crawler stopped, and made a mental note to call his Aunt May first thing after breakfast. She was probably extremely worried that he hadn't been home all day. Of course, he didn't plan on telling her all about his "adventure" or "new friends", either.Just before he reached for the doors knob, a girl walked straight threw the door and bumped into him."Oh sorry!!" The girl apologized, and then stared at Peter. That's when he noticed all he was wearing was his boxers."Hi." Peter greeted simply, enough to snap the girl out of her trance."Oh um, I was just coming up to wake you for breakfast." The girl blushed, and brushed her bangs back."I'm Kitty Pryde.""Peter Parker. Nice to meet you Kitty." Peter acknowledged. "So, what's for breakfast?" He asked, interested."Hey Kitty." Came a male voice from down the hall. Kitty gasped and pushed Peter backwards, then slammed the door shut. "Isn't this the new guy's room?""Yeah! Hey Lance. I was just like, coming up here to tell him breakfast was ready.""Am I supposed to believe that?""It's the half truth! I was interested and wanted to meet him." Kitty objected to the guy. The door suddenly opened, and the guy stepped in."Well, where is he?" The guy asked looking around in the empty room."He was just there, Lance. But let's go." Kitty suggested, and pulled the guy out of the room by the front of his shirt.Peter sighed, and dropped off the ceiling of his room. He landed just as Kitty and the guy disappeared into the wall."Freaky." Peter muttered, and finally found his clothes. The present wardrobe consisted of baggy black jeans, a pale green T-shirt, and sneakers.Peter slipped them on, feeling comfortable in his jeans that hung just below the waistline of his boxers. His T-shirt fitted tightly, wrapping against his muscles. The sneakers were just the right size, so Peter finally made it out of the room._ Now, if I can only find the kitchen before I starve._
> 
> _======================================================_  
  
Peter Parker arrived in the kitchen fifteen minutes later, breathing in the aroma of sweet smelling breakfast. There were steaming scrambled eggs, crisp bacon, and warm waffles. Peter added some butter and syrup to his waffles, grabbed some silverware and a glass, and seated himself in next to Kitty, the girl he knew the most in the whole mansion.
> 
> "Hey Peter! What took you so long?" The perky teen asked as he sat down."Got lost." Peter answered, and rubbed his head sheepishly."Everyone, I'd like you to meet Peter Parker. He is a guest here, for the time being." The Professor suddenly stated as everyone was now at the table. A few people said hello and others nodded politely."Hey everyone." Peter replied awkwardly. He couldn't help but notice Kitty's staring at him.** Peter Parker you are such a hunk. But not the only one here of course. But Lance's is the best hunk. Although, I wonder if he'd get a little jealous.****   
  
** Peter turned and smiled at Kitty as he heard the compliment. Kitty smiled back, a little confused."You look good too." Peter whispered in her ear. Kitty gasped.**Did he hear me?! How?!******   
  
Peter heard Kitty's voice in his head, but then noticed everyone else was staring at her.It was like they had heard her too.  
** Why is everyone staring at me?! Oh no! They can hear me! Hey!!!** Kitty screamed telepathically. Peter, along with almost everyone else flinched. Except the redhead Peter had met the night before, Jean.Jean was laughing in her glass, spraying a little orange juice."Jean!!!!" Kitty screamed, and before anyone knew what was going on, especially Jean, Kitty was on top of her, having faced through the table, and pulling on her red hair.A couple of the guys cheered, especially Scott and the guy Kitty had been with. But now he was staring straight at Peter._ I guess the boyfriend must have heard that too,_ Peter thought, amused."Hey Parker!! You better stay away from Kitty!!" The guy ordered."Or what? It's not like you could take me." Peter challenged. He wasn't much of a fight starter, but this seemed fun.Lance tackled him to the ground, but Peter shoved him backwards.Jean and Kitty had been pulled away from each other, but now for some reason, Bobby and Ray were fighting. Food also started fling."Stop guys!!" Kitty screamed, rushing over to Peter and Lance. They both stopped and looked at her. The phasing mutant simply grabbed onto both of their T-shirt, and phased them off of their upper bodies. "That's much better." Kitty giggled, as the two shirtless guys started to wrestle again.But Kitty suddenly found a large chunk of scrambled eggs sailing at her by Jean's TK. The phasing mutant was splattered with the food, and screamed angrily.So that's how it went, a simple mutant food fight. Only the adults had managed to escape the breakfast battle. Finally, it ceased, with everyone sweating, panting, or laughing.Kitty had managed to get in between Lance and Peter, who had stopped fighting. She wrapped her arms around their bare backs, and placed her hands on their abs, giggling softly and scraping syrup out of her hair."All of you, to your rooms, now!!!!" Logan bellowed before any of the adults could address the teens a little nicer. The angry mutant also extended his adamantium claws to give himself a more intimidating effect.The rest of the students obeyed, and exited the dining room glumly."And that is how you order them." Logan announced triumphantly and gruffly. The other adults nodded with a smile, and started to look over the messy room.
> 
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Peter Parker found himself in the cozy library, having a second discussion with his Aunt May. Earlier in the day he had called her, and tried to tell her as much as he thought he should say. He's even called a second time to satisfy her. Peter hadn't told her everything. Mainly, he had said that he had taken an unexpected trip, and was staying with some friends. To sum it all up, Peter had told his aunt that he'd be home soon.
> 
> So Peter hung up the phone, and leaned back on the comfy couch he'd been resting on for the last ten minutes. He glanced out the window, seeing dark clouds and a slight drizzle. There was also something moving around on the ground.Quickly, Peter moved toward the door-sized window right next to the couch, and opened it. He stepped out onto the balcony, feeling the strong wind. As the rain started to soak his hair and T-shirt, he peered down to the ground. Peter's spider sense was tingling, but he still didn't see anyone or anything.Finally, the wall crawler decided to warn the first X-men mutant he could find. But a black and slick substance shot out of the shadows, and wrapped around his chest. The substance broke into parts almost like tentacles, and wrapped themselves around Peter's neck, broad shoulders, and back."What the hell?!!" He cried, as the black substance was holding it in place. Someone suddenly jumped into the air, and landed on the balcony railing in front of Peter."Hello, Spider-Man." A deep and menacing voice greeted, followed by a low laugh. "I've finally found you, even if I did need to ask some "friends"." The figure nodded toward the ground, where four other figures were separating, and moving toward the mansion."Who are you?!!" Peter demanded, trying to pull of the substance that was holding him.The figure dropped onto the balcony, and then the tentacle like things wrapped around Peter flung him back into the room, where he slammed into a chair. Peter quickly checked his shirt for any residue of the substance, but there was only the precipitation that had soaked through his T-shirt, leaving it a little damp.The figure moved into the light. Standing before Peter was a big and tall man, covered in the black substance like it was a uniform. A long tongue was wiggling out of his mouth. His eyes were glaring at Peter."You know me!!" He hissed angrily, and grabbed onto Peter's wet shirt, and yanked him into the air. "Look closely!"Suddenly, the man's face appeared, after the black substance parted away from his head."Eddie Brock?!!" Peter gawked, knowing exactly who this man was, but not what he was."No! I am now known as Venom!!!" Eddie yelled, and flung Peter into the wall. Then he started to laugh hysterically, before escaping out of the room and off the balcony."I have to warn the others! I doubt he's leaving. But...why did that happen to him?" Peter questioned, but then exited the library._ No time for questions now. Looks like my stay here just got longer. _

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A/N: Kitty is not the X-girl who couples with Spidey. She is only flirting with him. She still prefers Lance. The other four figure that were with Venom are mutants. One of them is from the show, two are from the comics, and one is an OC. Expect some heavy battling in the next chapter. Also, Spidey's decision on the X-men should come soon, probably during or after this next chapter. Suggestions, tips, and questions welcomed. Please review.


	5. Symbiotic

Agent-G: You're right, he hasn't. And also, thanks for the tip.  
  
Karakin: Thanks, I'll try to.  
  
The Uncanny R-Man: You'll have to wait and find out how Peter's reactions to the girls are. It could be any of them…  
  
Idypebsaby: Kitty might get her revenge…And you'll have to wait and find out whom the wall crawler starts to take great interest in.  
  
RikaTabithaStarr: There may be a lack of Romy, but look for some in a few chapters.  
  
Xcoolcomic: Glad you liked the Kitty and Jean thing.  
  
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In all of his encounters with bad guys, villains, and criminals, this Venom guy was the strangest Peter had encountered.  
  
What baffled him more was that he knew the man inside the suit. Eddie Brock was a reporter Peter had come in contact with multiple times back home. They weren't exactly friends though.  
  
But there was something else. Peter couldn't believe that this man had powers like his own. Or as it seemed. Peter didn't know they extent of Brock's abilities, but he was willing to bet the man didn't just buy the suit. Somehow, something had taken over him. Even though Peter hardly knew the ma's personal life, he did know Brock was not the same as this Venom guy.  
  
But the main objective now was to stop him and any of his buddies from harming his newfound friends. Peter didn't doubt all of the mutants could handle themselves, but he did have to try and stop Venom. There were questions that needed to be answered. But then again, Peter wasn't sure if he wanted to find out.  
  
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It was quiet in the study, which was only a few halls away from the library. Among the occupants of the study were Scott, Jean, Bobby, Jubilee, Roberto, and Kitty. Scott and Jean sat together on a couch near the fire, cuddled up. Bobby and Jubilee were the same, although they were locked in a heated discussion. Kitty was on the phone with Lance, and Roberto was gazing out into the nighttime sky, already missing the sun.  
  
None of them heard strong but silent footsteps making their way toward the closed study door. The silent intruder was unnoticed by any of the others, standing just outside the study.  
  
Until a stray thought entered Jean's mind as she was staring into the fire, her head resting on Scott's chest. She gasped suddenly alerting Scott. Whoever's thought she had caught, was certainly here to cause the X-men pain. And to capture them.  
  
"Jean, what's wrong?" Scott asked, staring at her with concern. But Jean didn't answer. Her hand flew forward just as the door flung open.  
  
Her TK slammed the door right back into whoever what's about to make an appearance, sending them into a wall in the hall. An angry growl told them all who it was.  
  
Sabertooth.  
  
The large and powerful mutant growled again as he stepped into the room, which was now full of alert mutants ready for a fight. Their feral opponent picked up the closest large object, a sofa chair, and tossed it at Scott and Jean.  
  
A quick optic blast deflected the projectile to the side, but that gave Sabertooth enough time to catch him off guard.  
  
The larger man tackled Scott to the ground, ready to tear his claws into the teenage mutant. But before he could, Jean lifted the angry mutant high up into the air, where he slammed into the ceiling. Sabertooth dropped onto his feet in front the fireplace.  
  
His hand shot out and grabbed a fire poker from next to the fireplace. He swiped it across the dancing flames, catching a sparked flame on the tip.  
  
Without even breaking a stride, he leapt forward, and swung his "flaming sword" at Scott. The optic blasting mutant jumped back, but the tip of the fire poker slashed through the front of his T-shirt, leaving a large rip in his T-shirt over his chest. But the flame residue started to burn, catching his shirt on fire.  
  
That provided enough distraction for Sabertooth to attack quickly again. This time he lunged at the redhead, baring his claws for a swipe.  
  
But an optic blast from Scott sent him reeling into a wall. Even though the teenage mutant's T-shirt was on fire, he was still in play in battle.  
  
Jean thrusted her palms forward, pinning Sabertooth to the now cracked wall, using her telekinetic strength.  
  
Using this time, Scott quickly tore off his ripped and flaming T-shirt, and quickly stamped on it so the flames wouldn't spread anywhere else. Luckily, Scott had put out the fire before it had burned his flesh. There was only soot on his bare chest and face. Scott quickly brushed it off, and took aim with his shades.  
  
But Jean's hold broke, and Sabertooth jumped into the air, narrowly avoiding a powerful scarlet force beam from Scott's eyes.  
  
Sabertooth crashed down near Kitty, causing her to gasp.  
  
"Come here kitty, kitty." Sabertooth cooed sarcastically, and then dove for her. Kitty broke into a sprint, phasing right through the tackling mutant. She quickly joined Scott and Jean. Bobby, Jubilee, and Roberto spanned out to the sides.  
  
Sabertooth jumped back up to his feet, growling once again. He couldn't decide which mutant to take on, so he decided to just attack all of them.  
  
The feral mutant charged forward and dove, only to be batted backwards by a large shaft of ice from Bobby. But Sabertooth rolled onto his feet, immediately leaping forward. A crashed down onto Bobby a second later.  
  
Sabertooth's claws tore along Bobby's chest, tearing through the front of his T-shirt. The feral mutant's claws raked down his broad chest, leaving a trail of bloody claw marks. Bobby grunted, but quickly countered by smashing a chunk of ice into Sabertooth's face.  
  
Jubilee tried to hold him back with her sparks, while Roberto, unable to use his powers, settled for smashing a chair of his head.  
  
Figuring that Sabertooth was not alone in this, Scott quickly blasted the larger man into a wall, and ordered everyone to retreat.  
  
Roberto and Jubilee helped Bobby up, who was trying to stop the bleeding of his wounds using his ice powers. Scott, Jean, and Kitty all exited the room quickly after the other three.  
  
But strangely enough, Sabertooth did not follow them. Even though he wanted to rip them to shreds, he knew the plan. It was only a matter of time before the final outcome would come forth.  
  
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Downstairs in the foyer, Rogue, Sam, and Lance were all staring at a creature scurrying along the walls. They couldn't tell if it was a human or mutant. It's tongue whipped out at them, saliva flinging. Thankfully, they had managed to switch the chandelier on before their opponent had started to move. But it didn't attack, instead, it seemed like it was baiting them or just teasing them.  
  
It's black uniform glowed against the dim light from the chandelier, but what freaked them out more was when the thing would launch into the air as a glob or something. It seemed it could change shape, like the whole outfit was just a very flexible substance.  
  
Peter suddenly appeared at the head of the stairs, staring up at the thing that clung to the chandelier. It's head suddenly whipped in his direction, and a wicked smile curved on its lips. Then, the black suited figure pounced off the chandelier and tackled Peter to the ground.  
  
"Peter!!" Rogue screamed, and lead the way as Lance and Sam followed her to help their guest.  
  
The black suited figure peered down at Peter, as it pinned him down to the floor. The black suit over the face split apart, revealing a man with blonde hair and an angry glare.  
  
"Hello again, Peter." The man whispered, as black tentacles retracted out of the suit and started to wrap around Peter chest.  
  
"What the hell happened to you, Eddie?!!" Peter whispered harshly, struggling against the powerful binds. They only tightened their hold along Peter's chest.  
  
"Let him go!!" Rogue bellowed as she reached the head of the stairs. Eddie turned slightly, keeping his hold on Peter. But Rogue shot her bare hand out, clutching onto his face.  
  
It was like nothing she'd ever felt.  
  
There was a little pain, but all the memories were a mixed together. Rogue cried out, as she felt her own energy drained. This man wasn't absorbing her, but the transfer was causing her too much trouble. She couldn't pry her hand away, and she felt the verge of unconsciousness gripping her.  
  
But there was more.  
  
The black material that man wore like a costume suddenly went spastic. It dissolved, or more, it separated from the man's body. The substance wrapped onto Rogue's arm while the rest started to move onto her waist and legs.  
  
The tentacles on Peter's chest released, but as Peter realized what was happened, he immediately grabbed the goop with his fists and held it back from Rogue.  
  
The absorbing mutant had finally pried her hand from the man's face, who then dropped unconscious.  
  
Rogue stumbled backwards, as Sam and Lance quickly tried to help her. But the black goop that had made its way around her back shot out a tentacle that tore at Lance like claws. The ex-Brotherhood member tried to avoid into, but it slashed across his stomach. At the same time, another tentacle shot out like a whip, and snap forward. It lashed at Sam, striking him across the chest. The whip-like tentacle left a large rip in the front of Sam's T-shirt, as well as a bleeding slash. Both guys quickly grabbed onto opposite stair railings to steady themselves.  
  
Peter was getting beaten up as well. He was handling three tentacles though, while still trying to keep part of the black substance from wrapping around Rogue. The girl was unconscious now, but she was held up by the goop Peter was holding.  
  
A tentacle tore through Peter's still wet T-shirt, slashing his shoulder. The other two tentacles assaulted him as well, one slashing across his chest while the other one raked up his arm.  
  
But Peter didn't give up. He kept yanking the black goop, until finally it stretched out, some of it leaving Rogue. But the substance seemed to have a mind of it's own.  
  
As Peter got closer and closer to prying the suit off of Rogue, it fought back hard. Multiple tentacles slashed up and down Peter's chest and back. Another one formed like a stick, and batted him backwards.  
  
Peter lost his grip momentarily, but dove forward, barely grabbing some of the goop as it started to wrap on Rogue again.  
  
"Sam, now!!" Peter shouted quickly, hauling the goop backwards. Despite Sam being attacked just like Peter, he swatted the tentacles away, and cannonballed forward. His thermal kinetic shield blocked any other tentacles, as he came contact with the goop Peter had stretched out. Sam's momentum led him to continue on, dragging the goop forcefully.   
  
Finally, the substance broke from Rogue and Peter let go. Sam stopped his momentum after toppling on the ground, and the black goop was sent flying in a slimy pile. Strangely, and continued down the hall, sliding along quickly.  
  
Peter gave it one quick glance as it rounded the corner, and then quickly darted to Rogue. She collapsed into his arms.  
  
"What the hell was that?!!" Lance demanded slowly, although none of them knew. He leaned against the railing, as injured as Sam and Peter. All three boys' T-shirts were in complete shreds, revealing long gashes along their upper body as well as their face. They were all sweating and breathing deeply, all of them exhausted.  
  
"Guys, we have to trail that thing! Whatever it was, however it things, I'm sure it's looking for someone else." Peter stated sternly, glancing down at the unconscious Eddie Brock. Then he gazed down at Rogue, who he'd luckily saved along with the help of Lance and Sam.  
  
But whatever that thing was, he had to stop it. Peter stood up, cradling Rogue in his arms, and dashed down the hall after the mysterious goop, Sam and Lance trailing him.  
  
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A/N: And so the Symbiot moves on to someone else…You'll have to guess who. The battles aren't over yet, and don't forget about Mystique's team. They'll be revealed soon enough. Please review. 


	6. Tantalize

Shout outs:  
  
The Uncanny R-Man: Glad you like it.  
  
Agent-G: Well, I guess...Lance can move fast and Kitty and Lance would talk on the phone because that's what they do and are used to. And yes, Eddie didn't have the suit for long. Hope you enjoy this chapter.  
  
Comics Girl: Glad you're liking the story so far. The X-men would be impressed with Peter's moves.  
  
BlackStar18: I hope you enjoed the chapters. Peter's love should pop up soon maybe, and the Symbiote moves in on someone this chapter.  
  
Xcoolcomic: That would be funny, but alas, it is not the Professor who is taken over. Cool idea though.  
  
SickMindedSucker: I'm glad you're enjoying the story so far. And Remy even appears in this chapter too. Peter of course does too.  
  
Disclaimer: Nope, I don't own any of it.  
  
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Alone by herself, Jean Grey moved through the mansion like a maze. Her legs pumped wildly as she covered large distances quickly. It helped that she had been an avid runner.  
  
Jean knew it was dangerous to separate from the group, as it seemed the mansion was under siege by Sabertooth and others. But there was something else, and it was calling to her.  
  
She was drawn to its voice, whatever it was. It seemed like a person's voice, but Jean didn't sense anything like that. It wasn't an entity, but it definitely wasn't human.  
  
As powerful as Jean was she couldn't help herself, as she was attracted to the voice. Its presence was near, and it needed help. The telepathic bond was forming.  
  
Jean continued down a hall until the voice suddenly faded away. The connection had disappeared as well. Whatever had been calling Jean had just stopped. Jean stood in the hallway, looking around, before she realized something was playing with her mind. And it was powerful.  
  
She finally realized her mistake of going alone, as if she hadn't before. She had, but it just seemed silly. Something wanted her here.  
  
"Jean…" A voice called eerily, causing Jean to spin around. Nothing.  
  
"Who's there?" She demanded, starting to back up.  
  
"I want you…"  
  
"What?!" Jean blurted, thinking it was something Scott would say. Duncan had said it a lot.   
  
Jean pushed the bad memories behind her as she started to jog away.  
  
"I want your power!!"  
  
Jean scream as something appeared at her feet, and stretched out wide. A black goop enclosed around her. She only got one piercing scream out, before everything disappeared.  
  
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Peter heard the scream.  
  
His spider senses didn't have to tell him danger was ahead. Not that it hadn't stopped going off the whole time.  
  
"Come on guys pick up the pace," suggested Peter as he looked back to Lance and Sam. He had hoped they took it lightly as a joke, but the mood was sour.  
  
"We're tryin', Peter," Sam replied quickly, as he started to pump his legs a little faster. But Peter didn't blame them, as he was only able to run faster and carry Rogue because of his strength and endurance. Sam and Lance's powers didn't help in that category.  
  
All three were injured, and they'd been too into the chase to stop and recuperated or bandage up. The three guys had used the shreds of their T-shirts to wipe away the blood or to use like bandages. And all the running wasn't helping.  
  
"For a slimy goop that thing sure does move fast!" Lance barked angrily, as he caught up with Sam and Peter. All three guys were fast runners, but their injuries hindered their performance.  
  
Peter slowed a bit to adjust his hold on Rogue. If she leaned her head to the side, all it took was her cheek to touch his bare chest to take them both down. Rogue's head bobbed a bit, but she wasn't moving in on Peter's chest. He had thought about grabbing another T-shirt to cover up with Rogue, but then Eddie Brock's suit would probably escape.  
  
Up ahead of them, Jean Grey stood tall with her back to them. Her fiery red hair hung down her back, and she looked fine.  
  
"Jean?" Peter called as he slowed to a halt. Sam took Rogue from Peter as he stopped. Even with his super strength and already weakened, Peter needed rest from carrying her and sprinting at the same time. Sam though was precautious like Peter, leaning Rogue against his lap so she wouldn't come in contact with his bare chest.  
  
"Hey Red, see any quick moving piles of slime?" Lance asked quickly, as he looked around.  
  
"Can I get a better description of that?"  
  
Jean turned around, her face covered with the face of Venom's uniform. A sly smile, piercing eyes, and a whipping tongue cause Lance to fall down as he jumped back in horror.  
  
"Jean! You have to get it off!!" Peter demanded, as the face enlarged and spiraled around Jean's body. The black uniform with the white spider on the front covered the yellow blouse and blue jeans. Jean's red hair shifted to locks of bright violet and dark purple. Soon the three guys were looking at Jean Grey no more.  
  
"And why would I want to do that? I have power!!"  
  
With a flick of her, Jean sent Peter backwards through the air in a split second. He dropped onto the floor fifteen yards away.  
  
"This is fun," stated Jean, but now her voice he become more of a shriek and more defying. "I love this!!"  
  
Jean laughed hysterically, as Peter flipped up onto his feet. He ran back to Rogue, Sam, and Peter once Jean had stopped laughing.  
  
"What are you and why do you want Jean?! And why were you with Eddie Brock?!" Peter demanded, stalking toward the altered Jean Grey.  
  
"I'm a Symbiote, and they are my hosts. That Brock had potential and anger and strength. This girl though, she has love, buried rage, massive powers, and…" the Symbiote trailed off. "Hidden power!!"  
  
Peter was casted out of the window with only a glare from Jean. He smashed through the glass, receiving slashes along his arms, back, and chest. Quickly grabbing the ledge of the window, Peter saved himself. He could handle dropping two stories, but it would definitely leave a mark. Even with his enhanced invulnerability, Peter still didn't enjoy pain.  
  
There were two more shatters of glass to Peter's side.  
  
As Peter looked to his right, Lance and Sam were both free falling toward the ground, unable to stop themselves.  
  
"No!!" Peter yelled, and tried to shot out some webbing for them to catch. Only then did he realize his web shooters were still gone, and he hadn't made any new ones. But something odd happened before Peter jumped after them to try and take the impact that he could handle.  
  
Sam and Lance both stopped abruptly, as they floated only a few feet from the ground.  
  
Peter looked back up through the window to find Jean screaming angrily.  
  
"Save them Peter, I can't hold it off!!"  
  
"Don't fight me Jean Grey, you and I can work together for domination!"   
  
Quickly crawling down the wall as Jean fought against the Symbiote while trying to keep a hold of the guys, Peter finally reached them.  
  
Since they were both shirtless and sweaty, Peter decided not to try and grab onto their upper bodies, as he couldn't come off the wall enough to reach them. So he grabbed on the belt area on the back of their jeans, and yanked them onto the balcony beneath Peter. Jean's TK allowed them as the hold broke. Peter didn't hear Jean's voice or the Symbiote's.  
  
"Now, that's better. It's time to move on with the plan."  
  
Peter looked up upon hearing the voice; just as the wall above him exploded outwards. He ducked back with Sam and Lance as debris smashed onto the balcony.  
  
Symbiote Jean floated outwards, but not alone.  
  
"Rogue!!!" The three guys yelled, as Rogue's still unconscious body floated out with Jean. The now telekinetic Symbiote smirked down at them, and weaved a psionic web in front of her. It glowed a bright magenta color as it descended on the guys. Peter cringed, as he was stunned. The energy from the web was powerful. Last time he checked though, normal Jean couldn't perform such a feat.  
  
Peter dropped to the ground with Sam and Lance as the web energy dampened. By now though, Symbiote Jean had escaped, and she had Rogue with her.  
  
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A red beam cut across Peter's vision. The web around him had been cut through. It rested against his bare chest, but thankfully wasn't stinging him or anything. Peter brushed it off, and founded Scott, Kitty, and Kurt staring at him.  
  
"Are you okay, Peter?" Kurt asked, concerned. Peter simply nodded. Scott looked distraught while Kitty was moving toward Lance.  
  
"What happened to you guys?!" Kitty demanded, running her fingers close to the slashes along Lance's chest. Lance softly took her hand and squeezed it with a smile. Kitty blushed.  
  
"No! We've got to save Rogue! Dammit, it's my fault I left her alone with that Symbiote!!" Peter suddenly shouted and stood up abruptly. Scott grabbed him by the shoulders.  
  
"What?!" Scott asked angrily. Peter calmed himself down to explain. Then he noticed the rest of the New Mutants standing behind Scott. He also noticed the fire soot covering Scott's shirtless upper body. And Scott looked pissed. So Peter went slowly.  
  
"Jean's body has been taken over by this strange, uh, thing. It has a mind of its own and uses a host to work together for its goals. Right now, it's attached to Jean. And she escape with Rogue." Peter whispered to Scott.  
  
"How did it happen?!" Scott demanded angrily as he pinned Peter against the wall.  
  
" I don't know," Peter replied, trying to keep his cool as he shoved Scott off of him. "Keep clam Scott, and we'll go after them."  
  
Peter forcefully grabbed Scott and tried to convince him to settle down. Scott's response was slugging Peter in the jaw. Retaliating, Peter punched him back, and then tackled him to the ground. Kitty and Kurt were instantly restraining Scott, while Lance and Sam did the same with Peter. Both guys were breathing heavily and glaring at each other. Scott shrugged the Kitty and Kurt off as he stormed off.  
  
"Boy is he piss," commented Lance as he watched Scott push through Jamie and Bobby roughly. The two guys were about to retaliate but the X-men leader left the room.  
  
"You said it," agreed Peter, as he rubbed his jaw. "Let's all get cleaned and bandaged up. But first, I want some answers from Eddie Brock. Maybe he knows what to do about the Symbiote."  
  
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Two figures drifted into the Brotherhood house with ease. They were greeted quickly.  
  
"You got her?"  
  
"Of course, it was simple."  
  
"What about Brock, what's with him?"  
  
"I left him behind, the X-men will deal with him. Now that I've held up my end of the deal, where's yours?"  
  
Next to the two talking figures, three others appeared being restrained. Warren Worthington III rested on his knees quietly. His long sleeve T-shirt was missing both sleeves, revealing his muscular arms that showed some slashes. There were also rips and the front of his T-shirt, baring his chest and stomach. His hair was a mess, and sweat and dirt covered his face and chest. One of the figures grabbed onto his shirt and easily tore it all off of his upper body, and tied in around his mouth as a gag before Warren could even speak. Now shirtless, it was evident Warren had been in a fight, as there were more smaller gashes on his broad chest. The same figure kicked him onto his side.  
  
The same figure moved across the room, and grabbed up another mutant. Remy LeBeau was pinned by his arms, as the other figure surveyed him. His tanned skin showed through the rips in his tank top, covered in grime. The other figure did the same to Remy, grabbing his tank top and tearing it apart, then tying it as a gag. Remy didn't have as many injuries, but lots of grime and dirt mixed with sweat covered his bare chest and face.  
  
Remy was dropped to the ground as the figure moved to another part of the room.  
  
"Is that all the hosts?"  
  
"Yes and they put up quite a struggle. Both were very strong. But thanks to Sabertooth, they were both captured with ease."  
  
"Very well, two more is enough for now. This way I can switch between them so they won't get too weak. It seems I must do this, as it is different with mutants."  
  
"Very well. Now, let's get down to business. I've waited to get my revenge for so long now."  
  
"Agreed, Mystique."  
  
Cackling laughter filled the Brotherhood house, eerily moving through the night.  
  
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A/N: So it seems there's a deal working. Mystique's team should be revealed in the next chapter maybe. Please review! Tell me what you liked, something I could improve on, or just your comments. 


	7. Tease

Shouts outs:

Uncanny R-Man: You bet! This "new" Jean will be ready to cause lots of trouble. Right now though, she's working with someone though. And the other half of Mystique's team is revealed, but not obviously. You might have to read carefully to find out.

Riderazzo: Look for more Lancitty later too! And plenty o' Spidey to go around!

SickMindedSucker: Well, I could tell you don't like Miss Perfect. I wasn't a really big fan of hers before, but I didn't hate her. But when I read a really great story called "Manipulating Evolution" by Purity Black, it really changed my view of Jean. But that was because Jean was EVIL in it. But now I think she's cooler, at least when she's not screaming for Scott or other stuff. But I still don't mind Jott, it's just that Jean has so much potential to be really cool. Plus she's powerful. Glad you liked the part with Warren and Remy, they'll appear in this chapter too. I hope this update is quick enough.

Agent-G: Ok, I understand. The pure chaos is over now, as the plot developes more. And I also get where you're coming from. The guys did really get beat up on, and I hope the first part of that chapter clears that up for you. And I'll try to follow your advice. Thanks.

Karakin: Thanks, and this will have Romy, but just not centered on it. But two will probably still have good moments together.

DragonFoxx: Thank you.

Xcoolcomic: Yes! And it shall thicken more! Glad you love it.

Disclaimer: Nope...don't own Spidey or the X-men.

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(Can you trace her, Professor?)

Charles Xavier sat silently in front of Cerebro, as he replaced the headgear back onto the machine.(I'm sorry Scott. The Symbiote's powers have amplified Jean's strength. She's in Bayville somewhere, but that's all I can get. I'm sorry.)Charles diminished the telepathic link before he could feel Scott's anger. He too felt bad that Jean could not be saved.They had all explained it to him only an hour ago. Peter mostly, as he seemed to know the most. Scott had brooded in the back of the group, and Charles couldn't blame him. Even without his telepathy he could tell what Scott was thinking. Scott, along with Peter, Sam, Lance, and Bobby were all in the infirmary with Hank being treating them for their injuries. Hank had made it clear they weren't going anywhere for a while. A guilty feeling had surged through Charles when he'd found how easily someone had broken in and hurt his students. The man, Eddie Brock, was in the infirmary as well. Not for injuries, but to recover. When he was better, Charles planned to read the man's thoughts to get the answers he'd yet to receive. With the man's consent of course.Charles wheeled out of Cerebro, quietly moving through the dark underground halls. Knowing Jean well, he hoped she could combat the alien that controlled her. Moreover, he hoped she could figure out its plans before they were put into motion.

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Back at the Brotherhood house, a plan was forming.

"Jus do dis, okay?" Remy stated, moving closer to Warren. Both were exhausted and alone, but they were ready to escape. Warren nodded in acceptance, and shuffled along the ground toward Remy. Once they got back to back, he moved his arms as much as he could, and was able to reach into Remy's pocket. He quickly felt the tip of a playing card, and struggled to pull it out. Finally, he removed his hand, barely clutching the Ace of Spades in his fingers."Here," whispered Warren, and tossed the card in front of Remy."Thank you, mon ami!" Remy added quickly, and easily picked up the card, as his hands and arms were tied in front of him. "Now let's bust out!"Charging the card with kinetic energy, Remy cut right through his binds, freeing himself. He did the same for Warren as well.So homme, should we dice this place up good?" Remy asked with a smirk, revealing two more charged cards. Warren, who was the more serious of the two, shook his head."No, if we did they would know we're free and they could overpower us. There's the shapeshifter and her team or four.""But who else was dere? I couldn't get a good look." Remy added.Warren furrowed his brow, "I didn't get a good look either, but there voice sounded familiar. Only a little though.""Did you hear something?" A female voice asked from just outside the door."Yeah, I think those hunks are planning something. It's too bad that they're our prisoners, I'd sure like to get to know them if you know what I mean!" A second, higher pitch voice replied."Hey, dat dame sure likes us. Maybe I can seduce some information out of her." Remy suggested with a sly grin. Warren looked at him dully."Forget it, that girl can fantasize all she wants, but we're getting out of here!" He whispered back in a hushed tone."Fine by me, winged man."Remy charged a handful of cards, and quickly tossed them toward the wall. It exploded in a cloud of dust and energy, sending chunks outside onto the lawn below. Cold air greeted them as they rushed the hole in the wall."Hey, they're getting away!!!" A green haired girl screamed behind them. With her emotions, all the metal in the room shuddered."No they're not!" The other girl shouted menacingly, and waved her palms through the air. A pack of cards that Remy held in his hands started to glow with kinetic energy that he had not summoned. Realizing instantly, he tried to throw the cards away, but they exploded after leaving an inch from his hand. The explosion tore into him, throwing Remy out the window and smacking into a floating Warren. The winged mutant was only slightly fazed, but Remy had dropped down and crashed onto the hood of a parked car. Warren immediately dropped onto the ground next to him."How much do you weigh, Cajun?" He asked urgently.Taking it as a joke, Remy replied, "Hey, I eat a lot of spicy stuff but I ain't fat!"Figuring that Remy had a lot of muscle and would be heavy, Warren still picked him up off the car. Thankfully he worked out enough to easily picked him up. With the strength of his wings, Warren propelled himself into the air, making sure to hold Remy so he wouldn't fall.Behind them though, the slightly crushed car lifted into the air, moving dangerously near them. The green haired girl floating in front of them was manipulating the metal inside of it. It suddenly charged toward them, having already been stretched and crushed into a ball. Warren flapped his snow colored wings furiously to avoid the dangerous projectile. As it whizzed by, a jagged piece of metal slashed his arms, causing his hold on Remy to slip. Gripping his other hand tighter around Remy's arm, Warren continued to escape through the air."Sorry if this causes you discomfort," apologized Warren, as he picked up speeds while dragging Remy by his arm. Warren's slashed arm hung at his side, not wanting to strain it."Hey homme, I've been through worst. But I'm gonna help us escape a little better."Remy charged one of the few remaining ones he had, and forcefully threw it at the girl who started to fly after them. But once again his card turned on him, bending inches from the girl and facing back at Remy and Warren. The other girl, dressed in crimson and black, was holding her fist out and directing the card back at its user. Remy was sure that both girls were powerful mutants. One could manipulate metal, but the other had a more complicated power. But all is focus was the charged card that was sailing his way.Before either of the two could pick up their pace, the cards speed increased. It exploded into Warren's arm that had been holding Remy. The explosion fumed up him, as his hold on Remy broke. The Cajun caught that top of a lamppost, hanging casually. Warren started to drop back toward the ground, unable to keep flying. Reacting quickly, Remy reached out and snagged his ankle, barely keeping the winged mutant from plunging onto the concrete sidewalk below them.To his dismay, Remy watched as the lamppost stretched and bent under the influence of the green haired mutant. He kept a tight grip on Warren though, even when the end of the lamppost wrapped around his arm like a cord, and started to crush it."Hey Warren, please tell me dat you can land safely on the ground. I can't hold you anymore, mon ami!"Warren nodded a bit, his features covered in soot. Holding on a second more, Remy finally eased up and then released him. Warren landed in a rough roll, making his landing a little softer. His pure white wings were now covered in soot and a little blood from his wound. Soot also covered part of his bare chest as well. He clutched his bleeding arm, but did it carefully as his other one was burnt."Now to save myself," remarked Remy, as he tapped the lamppost with his finger. The kinetic energy cut through it, freeing him at last. Thankfully he had not heard any bones cracking. But his arm was still stinging in pain. Both men were weakened and could not escape. Their plans had been shattered, and they were still prisoners."Aw, it looks like you two got hurt. You know, you should have just stayed there. I would have treated you nice..." The green haired mutant trailed off as she set foot on the ground near Remy. She kneeled down and gave a saucy smile. She gingerly touched his injured arms, running along his skin. The Cajun refused to even flinch, as the girl knowingly or not sent waves of pain through his arm."What're doing, Lorna?" The other asked irritably as she joined her."Hey! You're not supposed to reveal my name!"The other girl rolled her eyes and said, "Like it matters.""And I was trying to make conversation with him. He may be our prisoner but that won't stop me." Lorna objected."Fine, whatever. Just make sure to bring them both back before Mystique finds out they almost escaped." The other girl commanded, and the walked back to the Brotherhood house. That helped the odds for Warren and Remy.Remy turned his head just a little, and gaze Warren a hardly noticeable wink. The winged mutant gave a confused look back, but acknowledged it."Now, where were we?"Remy gave a smirk and whispered, "Lorna, right? Did I tell you how much da green hair turns me on?"Lorna was speechless, as she only smiled with delight."Really? I actually used to dye it brown. But now that I'm proud to be a powerful mutant, I let my true color show." She stated, smiling as she placed her hands on his chest and peered deep into his black and red eyes. "You know, your eyes are so mysterious."Looking past Remy, Lorna finally noticed Warren had moved from his original spot."Oh no! Where'd that hunk with the wings go?" She asked in a panic."Right here!"Lorna turned just as powerful wing smacked her to the side.Remy hopped up to his feet, careful of his arm. As Angel started to fly into the air, Remy turned back toward Lorna."Actually, chere, green's my least favorite color."

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Alone in his office, Edward Kelly sat quietly at his desk. Having just finished writing his report on mutants, as well as a persuasive essay on his suggested Mutant Registration Act, he was exhausted. But his sheer determination do banish mutants from Bayville, or at least keep them under intense scrutiny, got him this far. And he wasn't about to slow his progress. It was too important to stop. As a mayor candidate, he planned on keeping everyone in Bayville safe from the monsters at Xavier's mansion. He'd only recently heard the powerful telepath had taken in the Brotherhood boys, which increase their numbers. He knew they were even more powerful and dangerous now.

So Kelly shuffled his papers, and leaned back in his chair to rest. All his work for the night was done, and the clock on his desk told him it was well past midnight. Not that it mattered, since his job was a top priority. Without being a principal, he had much more time to focus on his goals. Not that he could stand teaching the mutant teens. But he was at least glad that he could keep a watch on them.Kelly sighed loudly, and reached for his cup of now cold coffee. Oddly, it inches backwards out of his grasp. Kelly reached again, but it moved back more. Still focused on the strange phenomenon, Kelly reached for it once again as it was on the end of his desk on the verge of falling. Instantly it shot above his grasp and into the air. Only then did he believe that it must be a mutant's doing, and quickly jumped out of his chair, as the cup of coffee smashed against his chair with force that sent the liquid inside spraying through the air.The door suddenly slammed shut by itself."Telekinesis," he whispered to himself, realizing which mutant power was at work. His mind immediately rolled over the mutants he knew that had such gifts. A certain redhead's name popped up instantly.Kelly gave an angry frown as he shouted, "Where are you Miss Grey?""Right here!" An eerily high pitch voice screeched, causing Kelly to jump out of his skin. In a panic he spun around searching for where the voice came from. He didn't see anyone else in the room.A high-pitched shriek filled the room, causing Kelly to topple over in fear. He quickly spun onto his back, and came face to face with something other than a mutant."Hello!" A woman dressed in an all black suit with a white spider symbol on her chest screeched. The suit looked like it was made out of a strange material, as it grafted to her skin yet seemed very flexible. Flaring red locks bounced around slowly, like a small breeze had blown through the room."What are you?!" Kelly demanded, filled with false courage."What? You don't recognize me?" The woman asked wildly, and stepped back a little, her red hair flowing more violently. Kelly took this opportunity to gather his wits and get up onto his feet."You're a mutant, aren't you?!" Kelly asked with a disgusted tone. He suddenly found himself jerked into his desk forcefully."What do you have against mutants?"The woman moved up closer to Kelly, causing him to tense up. Her penetrating pure white eyes frightened, as well as the long tongue that was sloshing about. Finally he put two and two together."J-Jean Grey?"The woman smiled maliciously, folding her arms across her chest."What gave it away?"Kelly backed to the side, until he was in front of the door. He slowly moved toward it with his hand behind his back, ready to grab the doorknob."Where you going Kelly?!"Quickly flinging open the door, Kelly tried to escape. Only halfway through the doorway, the door slammed shut, bumping him into the railing around the main room. He careened over the side, but luckily held on as he hanged off the second floor."Why do you fear me? Aren't I just that perfect student and athlete that was so popular and talented? Aren't I just the girl you hated?!"The black suit took on a hue of violet, as a thick, whip-shape part of the suit extended from her back. It lashed down and took a hold of Kelly's ankles. With a quick jerk, the mayor candidate was flung into the air where he hit a pillar and dropped onto a desk below.The whip retracted back into the suit, and Jean floated over the railing and down onto the floor."You sure don't put up a good fight to back your big mouth," she remarked mockingly. "Now, it's time you had a different perspective on mutants."Jean placed her hands on Kelly's temples, and easily entered his mind.

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A/N: Evil Symbiote Jean is up to something bad indeed. Following orders? What's she gonna do to poor, not very innocent, and bigotted Kelly? You'll have to read and find out. And the other half of Mystique's team was mentioned. Green hair? Metal manipulator? That should give it away. Plus I mention the name. And the other one? Crimson and black...now who of Evo dresses like that? Well, guess if you want. The other two memeber showed up in the second chapter, so that completes the team. Now click on that review button please and send in your comments. Please review!


	8. Trust

Shout outs:

SickmindedSucker: I understand what you mean. Jean is hated a lot in fics and all, and if you've never liked her in anything, well then I guess you just don't like her. But maybe you'll like "Symbiote Jean"? And Warren and Remy are in this chapter towards the end as well. Glad you're liking the story.

Agent-G: Yep, it's Polaris and Wanda. And I agree with the whole untrustworthy thing with Wanda, but just remember how she was manipulated before, by her father, into liking him. Mystique has lots of connections, and let's just say she's "convinced" Wanda to join her. And "Symbiote Jean" is up to something. But I'm not sure yet if her Phoenix powers will be involved any at all though.

Disclaimer: I don't own X-men Evolution.

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"Well, it's nice to see that you are finally awake, Mr. Parker." A voice stated kindly, as Peter opened his eyes and awakened from his much need slumber. He sat up and yawned abruptly, then immediately placed his hands over his mouth with a sheepish grin.

"Good morning to you too, Dr. McCoy. So, what's my condition?" Peter asked with a smirk, sitting up a little more.

"Well, you seem to be doing fine, and your rest should give you a little more energy. Whether it's a good thing or not, I'd have to say you beat out Lance, Sam, and Bobby in stitches. A guess that gives you bragging rights."

Peter shrugged and found some of his stitches that showed up around his upper body.

"Twenty-one, I believe. Thankfully, most of your cuts were not all deep enough for stitches. However, that still means I want you to take it easy, Peter. Just stay around the house and relax. Maybe talk to the Professor. I think he wants to discuss with you about the current situation. That being the whole, um, Symbiote I believe, situation, as well as your current stay here."

Nodding meekly, Peter moved off his bed and stretched a bit. He immediately felt how cold it had gotten, and then noticed he had no shirt. Goose bumps had already appeared along his upper body, and a slight shiver overcame him. Dr. McCoy opened his mouth, but Peter already knew what he was going to say.

"Don't worry, I'm going to put something on. And I will relax."

Dr. McCoy sighed and nodded with a slight smirk, and then continued to check on the rest of his patients. Peter scanned the infirmary and found that only two others were in the room. Oddly, he didn't recognize them as any of the X-men, but he was sure they had a reason to be under Dr. McCoy's care. So, Peter continued out of the room.

He took his time as he moved into the elevator and waited as it dropped him off on the second floor. With another yawn, he continued his short trek to his room, stopping at the door to recover from another yawn.

"Boy, do I have to catch some more "Z's" if I want to keep up with this place." He remarked to himself and opened his door.

The room was empty, as Peter didn't share a room like most of the others. However, it was a guest room, so Peter hadn't expected one. It still made him feel like he was only staying at the mansion shortly. He didn't want it to be like that, but there was so much going on.

Peter sighed and closed his door slowly, gazing at his clock that read three o'clock in the morning. Having not realized he was up so earlier, Peter felt the urge to just plop on his bed and sleep again.

Instead, he moved toward his body length mirror, taking in his reflection.

Sometimes, more than not, Peter often thought about how much his real life and superhero life collided. His priorities were always scrambled, and he missed a lot of sleep. Nevertheless, swinging around New York as Spider-Man always made Peter feel good. Not because he was so powerful, but because he had the power to help those who needed him.

"With great power, comes great responsibility." Peter recited quietly; as he remembered the words his uncle Ben had told him. Sometimes it felt like too much, but he always felt it was for good. Now though, with the a new threat and new friends, Peter really wondered if he could still be Spider-Man. He wondered about his aunt May, Mary Jane, and his friends. They all seemed so far back in the past that it made Peter beat himself up inside for ever letting them feel so distant.

"What could I have done different?" Peter asked himself nonchalantly, as he continued to gaze in the mirror. His gaze shifted over his muscular frame, wondering more. Then he couldn't forget how much he loved science, and how it had helped him so much.

_What would MJ think about me? Would it be the six-pack abs, or the muscular chest? Would it be all that I've learned? Or maybe if I told her my secret, would she trust me?_

Peter questioned repeatedly, drifting off into deep though quickly. It wasn't until twenty minutes later that he noticed himself pacing in his room and talking to himself. Therefore, Peter stopped, took a deep breath, and sorted himself out.

He would call aunt May in the morning, ask how she was, and see how MJ was doing. But of course, she would ask where he was and why he wasn't home. Peter would need a good explanation. Then he would need to talk to the Professor about his Spider-Man identity. But he couldn't forget about the Symbiote and Eddie Brock too. But he wouldn't be able to do anything because Dr. McCoy told him to rest. And what about the two other guys? Moreover, Rogue, how was she doing?

With a sigh of defeat, Peter dropped onto his bed angrily. There was too much in his head right now.

"Maybe some sleep will do me some good." He suddenly stated, and wrapped himself in his covers since he was still shirtless and a little cold.

After five minutes, he was out like a light.

=====================================================

"I'm glad to see that the two of you are feeling better," stated Professor X from in front of the two beds that provided rest for Remy LeBeau and Warren Worthington III. "But I'm afraid I have to ask some questions now.

"Hey, dat's no problem as long as we get to stay here." Remy stated with a laugh, and stretched out his sore limps. Warren sat up and moved his wings a bit while he addressed the older man.

"It's a long story Professor. Maybe you should just search our memories. I don't know if I can't restate it all well enough."

Remy glanced from the Professor to Warren. "No way man! I don't need no telepathy stuff goin' on in my head."

"Please, don't be alarmed, Mr. LeBeau. It's your consent, and I respect that. Warren?" The Professor looked towards the other man. With a nod, he moved to the foot of the bed, and closed his eyes. Slowly, the Professor drew his hands to the younger man's temples, and entered his mind.

Remy watched casually, yawning a bit.

"This freak stuff is too much for me," he commented, and moved out of his bed. "Is it okay if I go, doc? I won't cause any trouble."

Dr. McCoy hesitated from the other side of the room.

"Just take it easy and get back here in thirty minutes." He answered finally. Remy nodded politely, and exited the room quickly.

It wasn't long before Remy found himself admiring the mansion, as he moved through the halls and rooms. Having been in some very nice homes back when he'd been working as a master thief, he had to admit that the Professor most have one the lottery or something to afford such a large and greatly furnished home.

However, his attention was suddenly piqued as he heard some incoherent grumbling. Taking a quick peek into the closest room and hoping to find his chere, Remy was disappointed when he found just another guy sleeping on his bed.

The guy was still mumbling, tossing and turning about. Deciding to inspect the bedrooms, Remy entered. He really wanted to make sure that this guy wasn't with his chere or anything though. Not usually being paranoid, he quickly discarded the thought. The girl known as Rogue was his and his alone. At least that's what he hopped.

Remy chuckled to himself and stared out the window, which was currently showing signs of a little sunshine, yet it was still early morning.

The bed creaked behind him.

Suddenly he was knocked to the ground by a force behind him, immediately being pinned.

"Who are you?!" An angry voice asked. Spitefully, Remy just smirked and didn't answer. "I asked who you are!" The same guy demanded, increasing the strain on the pin, which caused Remy to flinch a bit.

"You'd best get your hands off me!" Remy demanded, although he wasn't sure if he could take this guy. He wouldn't show his hesitation, but after his quick escape only hours earlier, the lack of sleep was exhausting him. Still he struggled as much as he could hand managed to grab his attacker's arm. Hoping to have grabbed a sleeve and charge the guy's shirt as a threat to make him back off, he was disappointed when he realized the guy was shirtless. He could reach for the pants, but the pin held his arms to far back. The cards in his jeans were also too hard to reach. So it seemed negotiation was the best bet.

Remy sighed in defeat. 'I'm new here, and sorry for intruding' was what he'd planned to say, only an alarmed voice from the hall spoke before him.

"Stop it!" A female voice screamed, one that Remy recognized with smug delight.

"You know this guy, Rogue?" The guy behind Remy asked, as his hold lessened slightly. Remy took the opportunity to break free and knock the guy backwards.

"Course she does! Right, chere?"

"I don't trust him!" The guy leapt up and pinned Remy by his arms again, causing him to start struggling again.

Rogue though was gazing at them, oblivious to the situation as she was staring at two muscular, shirtless guys wrestling for her, in front of her. Remy noticed, and with a smug grin and new determination, broke out of the hold and put a headlock on the guy.

"I was never much into wrestling, chere, but if you like it I'll do it."

However, Rogue had snapped back to reality, her face scrunched up in anger and her angry gaze locked.

"Leave him alone, Swamp Rat!" Rogue demanded. Remy followed orders, and let the guy go. "Don't mind him Peter. Ah'll take care of him."

Rogue reached forward with her gloved hand, and grabbed Remy's bare arm and dragged him behind her.

As they entered the hall, Remy spoke up quickly.

"I also knew you wanted me Rogue."

Immediately, Rogue let go of him and spun around with a threatening glare. She looked like she was ready to slap him silly, but her stance weakened. Rogue wobbled a bit, and dropped down toward the floor. With a quick step, Remy caught her softly, and then cradled her in his strong arms.

"Ah'm just a little sleep", she mumbled, and drifted off to sleep. With a soft smile, Remy headed back toward the infirmary to let her rest and have her checked by the Professor.

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A/N: So there's a little insight into Peter, which I think I need to do a little more of, but remember, he isn't the center focus of the fic. He's part of the focus, but I do want to devel into a bit more about his feelings, his relationships, and other stuff. Next chapter will be a lot about Jean and the Symbiote, and what's up with them. Please review!


	9. Distress

Shout outs:

ldypebsaby: Your questions should hopefully be answered soon. Glad you enojyed the other part.

Agent-G: Well, it may seem that way but it will be more Romy than a triangle. Peter will have his true interest soon enough. As for MJ, there's a lot of possibilities with her. And May is obviously worried sick, and Peter will have a hard time explaining everything. It will be a tough decision for him to choose whether or not to reveal his secret to her.

SickMindedSucker: Thank you for noticing that! The explanation will be covered somewhat in this chapter. Glad you enjoyed the other part.

korrd: I understand that it seeme SpiderMan had gone down a little too easy against Mystique. Just to point out though, this is before the second movie. So sorry if it seemed he was kinda weak, because he surely is not weak.

Disclaimer: Don't own SpiderMan or X-men Evolution.

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Trapped in one's own mind is horrible.

It was at least, for Jean Grey.

Helpless, vulnerable, and scared; she stood, watching everything unfold around her. Any thoughts the Symbiote had entered her own mind, as well as the reverse. As it was though, Jean found herself locked away from her friends, unable to help them and reveal what was being plotted. What was worst though, was when she'd watched through the Symbiote's eyes while her body attacked her own friends.

Only days ago she'd been bound by the alien, trapped away in her own mindscape and discarded. She'd attacked Peter, Sam, Lance, and Rogue, easily taking them down. Peter had proved a little more powerful, and had even saved the other two guys. Of course, due to the power of memory erasing via telepathic contact, neither of the three remembered the event. As it would've have seemed that Rogue had been snatched up by the Symbiote, the truth was hidden. The real Rogue was somewhere else in the mansion. The other Rogue had truly been Mystique herself.

From what the Symbiote knew and what Mystique had explained, Jean knew the metamorph mutant had found out about a man named Eddie Brock, and had intended for the Symbiote to overtake her. Jean expected it was probably for the power. But the plan ha failed, so she'd offered it a deal once the two had escaped. Jean had yet to figure out the deal completely, but Mystique wanted Peter and she wanted something else, having to do with Mayor Kelly. Whatever the Symbiote got in return, Jean did not know. Maybe it was just for the fun of it, but she was sure there was something else being planned. Bonded with the Symbiote, she knew it had other plans. Mystique was just leverage for everything to work out.

And right now, through the eyes of the Symbiote, Jean watched the institute gates ripped off their hinges and discarded. A flick of the wrist disabled the security system. Then the infiltration began.

Jean could only watch again, knowing she was useless in the aid of her threatened friends. All she could do now was fight it; fight the Symbiote. She may be too weak to stop it now, but hopefully she could intervene before it was too late.

=====================================================

An eerie cackling laugh of delight filled the foyer of the mansion, as Symbiote Jean floated quickly through the air. The targeted area was clear, and the plan was in mind. All it took now was a little tampering, and then the deed for Mystique would be complete. Once that became complete, everything would be ready to move into place. The Symbiote wanted power, control, and this was the place to get it.

The elevator doors opened without the touch of the button, and started to move down towards the basement levels even though there was no power on the first floor. As the Symbiote pushed open the doors, it became evident that the underground levels were still fully charged. But for only so long.

Symbiote Jean floated into the control room, easily blowing in the doors with a rush of telekinesis. Before an alarm could even sound to warn of an intruder, the main circuit board became compressed roughly, the power disabling instantly. With a few waves of TK, the supporting systems were crushed. All power in the lower levels diminished, leaving a few lights on only because of a hidden generator. It didn't matter, because the supportive electricity would not affect the object of importance in the Symbiote's search.

Cerebro.

After a moment of casual floating through the underground level, Symbiote Jean came upon the powerful barrier that separated Cerebro from her. However, without power to add to its strength to defend the Professor's amazing invention, the large door shuddered under a light siege of TK. A moment passed before it completely crumbled, compressing and folding like paper. The small chunk dragged across the floor and to the side, allowing the overtaken Jean took strode with a casual walk. Immensely eager to test out the device, she quickly found herself immediately moving her long fingers along the console and headpiece. It was a marvel indeed, and with Jean Grey's increased telepathic prowess, the Symbiote had easy access and control over the machine. Carefully slipping the helmet over her now violet and thick tresses, Symbiote Jean centered her telepathy for optimum efficiency.

A completely new world opened up, far beyond what Symbiote Jean believed she could actually have access too.

With the lowest level of concentration, all the mutants inside the mansion became apparent with details. The easiest search could tell her what they were dreaming, and if they were awake, what they were thinking. There was no defense against it, especially since they were all unaware that their thoughts could be accessed so freely and easily. However, mutants were not the targets.

Symbiote Jean had no plans of harming anyone; instead, she was more interested in the power of persuasion. That was currently powerful waves of mind opinion and memory altering telepathy. With a little more concentration, every human's mind became open to her. Even though it was a great deal, there was little pressure on the Symbiote. With Cerebro and Jean Grey's telepathic abilities, any problems of being overwhelmed had long since washed away. So, without anymore pondering, the Symbiote sent forth to complete her task.

Memories, feelings, and opinions were altered. Some were asleep, some were simply strolling around the city, but none were protected from her "persuasion". Although there were a few who did not hold any kind of grudge or biased opinion against mutants, all the others were instantly changed. A façade of memories and false emotions were subjected to them, easily convincing them that the people they considered monsters were actually heroes.

When Jean finished; only a minute later; every human in Bayville regarded mutants as friends, helpers, or just people with true motives. No more was their bigotry or hatred. Now, everything was finished.

Reluctantly, Symbiote Jean removed the headpiece and set it back down on the console. The whole experience gave her a lust for more power, mainly that of the mind. And she knew just where to get it.

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Charles Xavier had experience peaceful dreams and terrorizing nightmare, most introduced by rough days or tarnishing experiences. Now, however, he'd sensed someone in his dream, in his head. He wakened immediately, already scanning the mansion telepathically. There was a rapidly moving intruder nearby, and although their mind was too complex to search for motives, he knew one thing.

They were coming toward him.

In the blink of an eye, the bedroom door was blown off its hinges and sent crashing into a desk across the room. Charles quickly prepared himself mentally, already setting up his defenses.

What came into his room shocked him, almost causing him to loose his concentration.

He recognized her instantly, or moreover, her form. It was Jean Grey all right, even though a thicker, violet mane had replaced her red one. Charles could sense her once she was close. But there was a presence binding her, overtaking her, and as he took in her appearance, he had the answer.

Just like Eddie Brock, Jean Grey's body was covered by the Symbiote like uniform, with the difference that instead of black it was a dark violet. It crossed Charles' mind that this could be the first time the Symbiote had bonded with a mutant, but he wasn't sure. Either way, it was now extremely powerful with the expansion on Jean's powers.

As the Symbiote moved toward Charles' bed with a mysterious and menacing smirk, he furthered his defenses a bit more before Symbiote Jean engaged him with a psychic duel.

Their minds clashed, as both mutants were thrusted into the astral plane, which tool the form of Jean's choice. A dark cloud loomed overhead, bearing down on Charles with streaks of lightning and pounding thunder. The ground below him was littered with dead plants, and the sky above was masked by a foggy mist. Eerie moonlight pierced through it though, making them mood even more mysterious. A chilling wind passed along Charles' while he took stand on his own two legs. It was a special joy of being on the astral plane for him, except that it was usually under threatening circumstances. He rarely reached the place for his own pleasure. It was always a temptation nonetheless.

A telepathic blow knocked Charles off his feet, but he struck back with his own psionic forces. To his horror though, the Symbiote had hardly pushed back.

_The bonding must have increased Jean's powers by far more than I had anticipated,_ he thought glumly. He would not give up though.

The two exchanged blows and counters, each wearing down considerably. But Charles was being overwhelmed, brought down by the Symbiote. After another blow was dealt to him, Charles considered something he feared would not be the wisest decision. It was risky, but it was needed.

Delivering a strategizing attack, Charles penetrated into the weakest area of the Symbiote.

Jean Grey's conscious.

He was extremely careful not to cause any harm to her, as his intentions were to combine forces with her. The redhead mutant was hardly reachable through the Symbiote, but he felt a connection. Their link was weak, but he made sure to try to assist Jean in her own actions against the Symbiote.

For a second Symbiote Jean cried out, and dropped to her knees. Charles released an onslaught of psychic barrages, but was cautious enough not to cause too much damage in fear of harming Jean. However, something was wrong.

As the Symbiote howled in pain, he felt the weak link broken between him and Jean. Having delved into Jean's conscious and overpowered the Symbiote, he finally noticed that it had been a mistake.

Symbiote Jean regained herself, and now became uncontrollably enraged by Charles' tampering. A final blow was dealt that totally overwhelmed him, hitting him with power that was beyond even his wildest anticipations. He was knocked right out of the astral plane while the Symbiote lost control. The tampering done to her had caused any residual resistance of Jean Grey to be deflated.

Now, the Symbiote was fully in control.

And Charles Xavier had been beaten.

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A/N: That's to start up the Symbiote thing again. There's a lot more in store now that Jean's lost it. Professor also took a very hard hit. Next chapter will deal with how the rest of the X-men handle the out of control Symbiote Jean.


	10. Chase

**Shout outs:**

**Riderazzo: Sorry, Kitty's in this chapter but no Lanccity. There might be a little at the end.**

**SickMindedSucker: Yes, Jean's lost it. And the reason why the guys didn't think it was weird because Jean altered their memories. And you'll have to see about Xavier...**

**Agent-G: I know I've already responded to you, but I want to thank you again for the suggestion.**

**ldypebsaby: You'll have to wait and find out about Jean...**

**Red Jeanie: Thanks. You'll find the girls' identities if you read a few more chapters.**

**Disclaimer: I don't own X-men Evolution or SpiderMan.**

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Peter Parker awoke with a start, as if he'd just escape d a nightmare, breathing heavily and sweating despite the cold night. Confusion struck first, having never been awoken by his Spider Sense. He wasn't exactly sure, at first, that it had been his handy talent. Only then did his senses go into alert, as Peter pinpointed the presence over danger in the mansion. Throwing the covers and taking off out the room, he couldn't shake the feeling that it was already too late.

Without hesitation, Peter tore through the large hallways quickly, awaking his body and gaining ground by the second. As he passed by the door to Rogue and Kitty's shared bedroom, he slammed his fist into the door to awake them. Tensed by the situation, Peter knocked a little to hard, almost leaving a hole in the door. He did not break a stride, and continued while hoping the two girls had heard him.

Next came Scott and Kurt's room, as Peter continued on the path to Professor Xavier's room. That was where he sensed the danger. Just like before, Peter left a large dent in the door, but the sound had been loud enough to wake the two men. He didn't stop to check, as time was dwindling done to a thin strand.

A few more second ticked by before Peter reached the Professor's quarters, slowing down just a bit so he would not explode through the door. Instead, he broke into a slight tackle, slamming his shoulder into the door and sending it open with a crash. Inside, Professor Charles Xavier lay on his bed, silent and looking grim. Whether he was unconscious, or worse, Peter could not tell. His focus shifted to the one other person in the room besides himself and the Professor. In mid dash, Symbiote Jean smashed through the glass doors to the balcony, sending a waterfall of glass pouring outwards. Peter caught one glimpse before she disappeared from the balcony.

Peter gave a concerned glance towards the Professor, and took off towards the fleeing alien. A single bound took him over the railing and onto the grassy ground below, breaking into a roll to give him momentum. Back in the room, Scott, Rogue, Kurt, and Kitty rushed in. They took one glance at the Professor, and were immediately stricken with fear and uncertainty. The leader in Scott took control, as he quickly voiced a plan to the others.

"Rogue and Kurt, get Dr. McCoy! Kitty, come with me! We've got to chase whoever did this!"

As Rogue and Kurt disappeared in a puff of smoke, Scott took a hold of Kitty's smaller hand. "Can you help us made distance through the trees?"

Kitty nodded feverishly, hanging on tightly to Scott's sweaty hand, and hurdled over the balcony with him. Their training had taught them how to land carefully in a long drop, which kept them from toppling off their feet. Scott, being the faster one, although both had been on the track team at one time, slightly dragged Kitty as both mutants sprinted across the large lawn. The dire situation had been enough for Scott to push himself into higher speeds, while Kitty was trying to concentrate on what was happening, as well as preparing for a long haul in phasing.

Ahead of them, Peter leapt through the missing chunk of the property wall, recently made by Jean's escaped. Still maintaining a sprint to make proud runners envious, Peter made use of more abilities. His increased agility helped him dodged the large trees all around him, without losing any speed. Once he got close enough to Jean, Peter planned on swing from branches and then attack her from above.

With a last second of concentration, Kitty shifted Scott and herself into an incorporeal form, aiding them in rushing through the massive trees in a beeline. Kitty just hoped she could keep it up long enough to track down their prey, but it seemed the chase could prolong even longer. Despite years of practice, she was still a little wary of exerting her powers to their limits.

Symbiote Jean started to slow, still drained from her experience with Charles Xavier. All the running was not doing any good in helping her readjust to the new feelings. Everything seemed foreign slightly, probably due to the powerful telepath's affects on her. Yet she knew help was close, and it would only be a few more minutes before the plan could continue.

Making a narrow escaped between two trees and racing through a thorn bush, Peter started gaining on the Symbiote. Regardless, he continued to ignore the scatter of small cuts along his arm and thigh, as well as the fact that he was running quickly through cold air wearing only sweatpants. The chilling breezes sent goose bumps along his chest, back, and arms, causing Peter to shiver every now and then.

Peter dashed through another large thorn bush, receiving a nasty but small slash along the side of his chest. _Push through it, Parker, you've been through much worse,_ he told himself, knowing that in truth, the scratches were indeed measly injuries. _Now let's just hope there isn't a wall of thorn bushes_

Still trailing but closer, Kitty and Scott passed through the second thorn bush, escaping any injuries that Peter had sustained. Kitty grew weary, and she was afraid her control would shatter in less than a minute. Her legs were sore and burning a little from the sudden exercise and her sleep deprivation started to snagged her back into a dreamy slumber.

Flipping onto a thick trunk, landing on his hands, Peter shoved himself high into the air with a vertical push-up. He dug his fingers along a higher trunk, and used his strength to throw his body high into the air. His momentum brought him up enough to perform a powerful attack on Jean below him. As she looked up, a glint of fear sparkled in her very large eyes. Peter slammed into her with a devastating kick, sending Jean reeling against a thick tree and crashing with a loud thud.

_It won't stop her, but at least it will slow her, _Peter hoped silently. Off to his side, Kitty couldn't take it any more, and the incorporeal state she'd mustered disappeared. Kitty fell forward slightly, throwing off her own and Scott's balance. She tumbled against a tree and fell to the ground, while Scott unintentionally plunged into one of the many thorn bushes in the area. As he pulled himself out, gingerly at first, Kitty collapsed into a much need rest. Scott emerged a second later, his tight tank top now in shreds, but luckily, he'd escaped with hardly any scratches. Thankfully, his shades hadn't fallen off in the fall either. Peter spun around once he jumped to his feet, noticing Kitty and Scott. A look of urgency played on Scott's face, as he stared at Peter.

Having been distracted, he was unable to defend himself when Symbiote Jean struck from behind. Her fist slammed Peter in the back and sent him off his feet, only to be spun around and smashed against two different large tree trunks by telekinesis. Peter dropped onto the ground near Kitty, trying to push through the pain. Scott tried to help by firing off a powerful beam of optic energy, but Jean blocked it with a TK shield. A thick log suddenly lifted up from behind Scott, and knocked him forwards and onto the ground.

Then there was silence, as the battle seemed over. Peter tried to get to his feet, wincing in pain as he did. Kitty was still down for the count, and Scott had yet to try to recover. Symbiote Jean eyed her handy work with an evil smirk, and did not act surprise as a calm and cold voice called out in the evening night.

"It's about time, I was starting to wonder if they might actually beat you."

Mystique appeared from behind a tree, balancing on a thin trunk with casual balance. Suddenly she was on the ground, having flipped off the trunk with marvelous speed. Her gaze shifted over Peter, and her smile curled.

"Seems Spider-Man's lost his touch," she spat, knowing good and well that he could suddenly lung at her in an instant. However, he'd awaken without much sleep, and already being greatly tired earlier, the chase had tossed him towards exhaustion. Normally his stamina and endurance were strong, but it was as if something was slowly wearing him down. He expected that something was Jean, and not just because of the chase, but more likely because of her powers.

Mystique strolled over to Peter, grabbing onto his hair and pulling his head back. She traced a long, blue finger just above the slash on his chest, and then suddenly dug her fingernails into his shoulder. Peter didn't even flinch a bit.

"I have to thank you, Peter Parker. Without you, I wouldn't have been able to meet this Symbiote. It was a rare chance and lucky guess, but since Mr. Brock followed you, I was able to harness that _power_. Even if it did have to be in Miss Grey over here. You see, I needed her to "persuade" Mayor Kelly, to help him see mutants in a true light. Thanks to that act, I'm sure soon enough mutants will be able to escape the scrutiny he's plastered into Bayville. Maybe it'll come to point where us mutants can take down those nasty bigots without anyone even batting an eye."

"That's your plan," Peter snarled, but the grinned smugly. "Sounds a little farfetched, lady. Don't they have a place for people like you?"

Mystique growled threateningly, and dug deeper into his shoulder. Blood started to ooze down his chest. "You listen up now! If I had my way, you'd be out of the picture by now! But for the well being of this plan I've cooked up, I kept you around."

"What are you talkin' about? I was with the X-men, not you. You couldn't even hold me. "

Peter grunted as Mystique yanked on his hair, and moved her fingernails down, still slashing him. "Shut up!! Now that the plans almost complete, I'll take care of you myself!" Mystique suddenly kneed him in the groin, causing him to cringe and drop to the ground. Then she pried her fingernails from his shoulder and released her hold on his hair.

"Ready?" Symbiote Jean asked, stepping up to Mystique. Not answering, she turned toward Scott, who was now on his feet and about to blast Mystique. Her hand sifted in claws, and she lunged at Scott, slashing at him. The claws tore through part of his already shredded tank top, and gave him a nasty claw mark. As she landed on top of him, Mystique smirked menacingly as she slipped the ruby shades off Scott's face, and tossed them in a nearby thorn bush.

"I'd like to see you escape now, Mr. Summers."

Scott jumped onto his feet to stop her, only to receive a kick in the face. He crumbled at her feet, leaving Mystique to chuckle to herself.

"Let's go!" She ordered, nodding towards Jean.

Leaving Scott and Kitty behind, Jean floated away with Mystique, dragging Peter with them.

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A/N: **Sorry I've taken _so_ long to post the next chapter. Expect the next one much quicker. Story's almost over...please review!!**


	11. Team

**Shout outs:**

**Agent-G: **I'm still not sure how long it will take for the other crossover to come up, even if I plan it. I might try it as a sequel to this, but it's not likely. And I did contemplate about Scott and Kitty phasing through the air to slow their drop, but they are able to land it well. It is only a story high off the ground, and they do know plent of landing skills for combat and such. Of course Peter could too, but he's different.

**Mark C:** All that will be revealed in the final chapters.

**SickMidedSucker:** Whoa, Mystique hater. She really does treat her kids back, but I think she tries. Here's the nexy chapter.

**Disclaimer:** I don't own X-men Evolution of Spider-Man.

**Chapter XI:** _**Team**_

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_Pain. Where am I? It hurts. Who's there? What happened?_

Awakening with a start, Peter found himself chained with his arms above his head, lying against something. _Where am I? A roof? Who's there? Mystique no doubt. What happened? She ambushed me, Jean was there, and Scott and Kitty. There was a battle._

Peter organized his thoughts quickly, took a deep breath, and took in his surroundings. The rooftop was small, and there were only two others on it with him. Peter recognized Mystique instantly, standing with her back to him on top of a pile of crates, looking down at the streets below. The other person was a girl, probably around sixteen or so, one of Mystique's lackeys. Her back was to Peter as well, but she was only about ten yards away to the side. The chains binding his wrists were weak, but wrapped tightly. They would be easy to break, but it seemed like breaking free would only catch his two enemies attention.

Leaping up into a graceful and silent backflip, Peter landed on the small rooftop building he was chained. _So far so good._ Neither Mystique nor the girl had seen or heard him. _Now, all I have to do is find something to slice these chains with, but silently. _There didn't seem to be anything right away, but after a second more of scanning, Peter found a sharp antenna. It seemed a little out of reach, so he'd have to stretch the chain's length as far as he could without attracting attention.

_Spider Sense?!_

Peter spun around, but it was too late, he'd been found. Gloved hands shot forward and flipping him off the smaller roof, causing him to fall onto the larger roof. His arms were still chained, and they had held, sending a jolt of pain through his arms. The girl landed next to him, and went for a grab, but Peter was ready this time. HE ducked under and to the side, and shouldered the girl into the wall. She slammed against the chain and shattered it, so Peter stretched his wrists until the remaining chain succumbed to his strength. Mystique had heard the commotion and was now glaring at Peter.

"I knew you 'd put up a fight." She snarled, and leapt towards him.

"What, you expected me to go easy?"

Anger bubbled in Peter, fueling his strength as Mystique drew near. All the woman had done was complicate things in his life, and probably many others' lives. He didn't need to know much to figure out all the damaged the shapeshifter had caused. Never enjoying hitting a woman, Peter still struck hard enough for a knockout. Mystique gaped in surprised just before his fist smacked her against the jaw. The blue skinned mutant sailed backwards through the air with a cry of surprise and pain, and slid along the roof. The blow hadn't knocked her out, but she was certainly down for the count at least a few minutes.

So Peter switched his attention back to the girl, who had already started charging at him. With a swift jump, he sailed over her, landed gracefully, and pushed off the ground backwards. His momentum, combined with the girl's sent her reeling across the roof.

After glancing at Mystique again, Peter was about to celebrate a victory, until his Spider Sense went off again. He spun around, and saw a girl slightly older than the other girl, with bright purple hair tied in a ponytail. The older girl wielded a long staff, twirling it as she landed on the same roof as Peter.

He evaded her first two attacks, then slammed her with his shoulder and sent her crashing against a pillar. As she collapsed, unconscious, the other girl froze with a confused look on her face. Peter immediately realized that there was some sort of connection between the girls. Mystique, noticing that something was wrong, leapt at the girl and slammed her to the side with a strong shove. Caught off guard, the girl landed on a rail balcony, which started to break from her suddenly slamming against it. Mystique then went after Peter only to be slammed even harder than the first time. This time though, Mystique crumbled in a knockout.

To the side, the balcony finally broke off, the girl still in a dazed heap. Peter pushed himself off the roof floor, grabbing onto the side of the roof as he scooped the girl up in one arm. The balcony crashed onto two cars on the street below, but thankfully, no one was around to witness it. Peter flipped onto the balcony, and made sure the girl was okay.

"My mind, she messed with it." The girl whispered, diverting her gaze from Peter. "You saved me, why?"

"You needed saving, and I'm sure that you're all better now, right?"

The girl nodded. "Are you with the X-men?"

Peter nodded a yes, but as he did, a warehouse behind him shuddered violently. He spun around, knowing it must be Symbiote Jean.

"Listen, I have to go and fight." Peter mumbled, and turned to ward the side of the roof.

"You might need these." The girl held up the two web blasters, handing them to Peter. "When I was controlled, I took them away from you days ago. So you are confronting Jean."

"Yes, it's my fault that all of this is happening."

"I'll come with you, too help fight too. I'm apart of this mess, I was too weak to resist Mystique and her minion's control."

Peter nodded; not wanting to den y any needed help. He knew the girl could take care of herself.

"Climb on my back, I can swing both of us across." Peter suggested, but the girl was already flipping along roofs toward the warehouse. "By the way, my name's Peter Parker." He said, nearing the girl within three swings.

"I...have no name."

"Well, a nickname then?" Peter asked, reaching closer to the girl.

"I've been none only as X23. Do not ask why, it is a terrible past to bring up."

Peter nodded, and landed on a short roof with the girl. The surrounding buildings enclosed the warehouse, leaving a space in the front. It seemed old and deserted, except for the shaking structure. The two approached cautiously, dropping onto the ground and staying light on their feet.

Parts of the structure shot off, spinning dangerously towards Peter and X23. The two dodged left and right, jumping and rolling as scattered objects spun towards them. The task was not tiring for them, due to their great endurance, but it seemed like sooner or later the whole warehouse would come down on them.

Finally, someone appeared next to them, holding something like clothing.

"I thought you would want to fight in this, Peter." A slight German accented voice came from behind. Peter turned to face Kurt, who was holding his Spider-Man uniform. Thanking him quickly, Peter stripped down to his boxers, and pulled the lower half of the suit on. He dodged a whirling pipe, and slipped into the shirt part. The uniform felt comfortable, even though it hugged hi body tightly, showing his muscular physique. As Peter slowly pulled on the mask, feeling very stern and determined, the two vehicles parked behind him.

The X-men piled out, scattering among the small space. Storm took to the air, Wolverine and Beast darted forward, and the New Mutants with projectile abilities powered up. Jamie landed in front of the X-van, sending four clones to his left and right and filling up the alley space. As Scott, Rogue, and Kitty joined Peter and the others, Peter asked them how they found the warehouse.

"We were pretty much able to follow Jean, and she led us to this vicinity." Kitty answered. "Then, like, this warehouse started shaking, so we came right here."

"What about the Professor?"

Kitty gave him a sad look. "We don't know for sure, but he's resting in the X-van, Jamie's guarding him."

Peter nodded, and turned to face the warehouse, which had yet to stop shuddering.

"Everyone prepare yourselves. Were going to rush in, but hold your ground. Jean could cause the whole building do collapse on us. Come in with waves, but I want some of you to stay back. Peter, Rogue, Kitty, and Kurt come with me." Scott ordered, addressing everyone.

"Hey kid, you're with us." Logan acknowledged X23, waiting for her to join him and Beast. The three scaled along the side for a more secretive route.

"Bobby, Ray, Amara, Jubilee, and Tabitha, I need you all to be ready to attack from afar. Come inwards eventually and be ready to keep the pressure up. The rest of you be ready to aid your teammates. Jean is a whole lot more powerful, bonded with the Symbiote, so watch yourselves. And...remember she's our friend on the inside."

Scott seemed the most reluctant to do battle with Jean, as she was his girlfriend and close friend. Nevertheless, he was the leader, and without his tactics, the X-men would stand a less chance at defeating their overtaken friend.

So as Peter jogged along with him and the others, he couldn't help but notice the anxiety on Scott's face. The group dodged a few scattering objects, but they realized that Jean wasn't in the firs room. There was only one more halve of the warehouse, meaning Jean was just past the wall in front of them. Peter prepared himself for the grueling battle yet to come, hoping that it wouldn't end badly. He hoped Jean would be saved, the Symbiote would be defeat, and everyone would escape major harm. Truthfully though, he just hoped that he and the X-men would survive the fight.

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A/N: Stories almost over, final battle comin' up! Please review!!


	12. Struggle

Shout outs:

Proponent of EVO: glad you're lookin' forward to it.

Agent-G: a very good point. You'll find out how Peter reacts in the final chapter, the one after this one. The Brotherhood will show soon enough too; better late than never.

Mark C: exactly. Peter wants to help because that's what he does. You'll have to read and find out how he does.

Riderazzo: look for those three in the final chapter.

Disclaimer: I dont own SpiderMan or X-men: Evolution.

**_Chapter 12: Struggle_**

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"Everyone get ready. I'm going to blow the wall down. Expect anything and everything to come, so be on your toes." Scott ordered and aimed at the large wall in front of him and his teammates. The wall succumbed to one optic blast, reduced to a pile of rubble in mere seconds. The debris shifted though, after falling still on the ground, and then started to vibrate.

"Get back!" Peter shouted, flipping backwards and clinging to a nearby pillar. The New Mutants leapt to the ground, Kitty phased herself and Rogue through the floor, and Kurt teleported away with Scott. Chunks of rubble soared through the room as if being tossed by poltergeists. Nobody in the room was safe, as the debris in the air acted like aimed missiles, targeting and following anyone who tried to dodge. Peter took a blow to the arm, rendering his sleeve into tatters and leaving a nasty gash along his biceps. Hardly fazed, he continued to whirl and swing about to avoid the dangerous projectiles.

Below him, Bobby, Ray, and Jubilee took to firing their own projectiles, managing to less the amount of flying debris in the room. Amara and Tabitha rushed back to warn the others. Peter had to tackle them out of the way of a rather large chunk of debris, which ended up nicking him with a sharp edge along his back. After making sure the girls got out safely to warn the rest of the team, Peter tenderly tried to check the long but thin cut that stretched along his broad back. He knew his current injuries were only a taste of what was to come, but the pain still bothered him. Quickly checking on his battling teammates, he found that they weren't faring any better.

Jubilee lay along the ground unconscious, sporting a bruise on her temple. Bobby did his best to protect his girlfriend and continue destroying the scatter debris, despite the injuries he had already received. The front of his shirt had been shredded badly, and small cuts covered his stomach and chest. He was also limping a bit, due to the gash along his calf muscle. Ray's shoulder looked wrecked as well, blood oozing from a large slash along his broad shoulder and soaking part of his shirt slightly. He kept up the electrical pressure though, in spite of a small scarp of metal smacking him in the face.

Ahead of them slightly, Kitty and Rogue gained ground by casually walking through the chaotic maelstrom of rubble, due to their incorporeal state. Kurt kept up with them, slightly slower, having to teleport continuously to dodge. Scott stood his ground closer to Peter, taking the worst beating but never giving up on fighting. With Jean at stake, Scott would never cease his efforts to save her, despite the damage he was taking. A few minor gashes covered his legs, while the worst gash, across his upper torso, showed through the rips in his shirt. His sleeves were torn up, small scraps and bruises scattered from his hands to his biceps and shoulders. A crack in his visor caused some optic energy to go astray as he fired, but Scott took care to keep any scatter beams far away from his teammates.

Peter darted past Scott, flipping through the air and swinging by his webbing, and managed to avoid the majority of swirling rubble and scarps of metal. Although, he still ended up taking a scrap of metal that slashed the back of his shoulder, and a large rock of rubble that exploded against his thigh. Peter landed roughly on the ground, but continued to move on after Rogue, Kitty, and Kurt. And eventually to Symbiote Jean as well.

His three comrades up front moved through the room unscathed, but all exhausted. Kitty's repeated use of her powers caused strain on her and Rogue, while Kurt was about to drop from all the energy it took to move so fast. Peter swung through the air close to them, just in case any of them crumbled. He could take a beating longer than they could, and his body could act as a great shield.

_As if I haven't been taking enough of beating already, _Peter thought painfully. So far, he'd taken three slashes, one to his arm, shoulder, and back, as well as a nasty bruise to his thigh. _It's only going to get worse, _he reminded himself for motivation, though Peter doubted it was helping. Up ahead, the three teens in front moved into the second room, Peter hot on their trail. Jean floated high above them, almost touching the ceiling, gazing down at the scattered bodies of Logan, X23, and Hank. All three lay weakened and beaten, though Logan refused to stay down. He tried crawling to his feet, only to have Jean knock him down. Kurt, Kitty, and Rogue caught their breath and tried to recover some energy quickly, while Peter took to the stage for a one-on-one against Jean.

Chunks of debris targeted Peter quickly, causing him to dodge wildly. One large chunk smashed against his back and sent him on to his back. Peter flipped up quickly, as Jean started to use metal scarps against him now. He tried going aerial with his webbing, but scrap after scrap cut away his webbing, leaving him to fend on his feet. One of the pieces slashes across his cheek, leaving a tear in his mask. Another one skimmed across his broad chest, tearing right through his shirt and barely slashing skin. Peter fought them off as best as he could, taking two more gashes across his arms, until Kitty managed to grab his wrist and phase him through the dangerous flurry. Peter's energy was draining away due to his extensive measures in evasion, as well as the punishment he'd taken.

Coming in behind him though, were Bobby, Ray, a recovered Jubilee, and the returned pair of Amara and Tabitha. The group quickly set force with attacks on Jean, who simply deflected and redirected them. Peter watched helplessly as his teammates were beaten almost as bad as he'd been beaten. Yet the distraction could be useful, and while it pained him to not try and help his teammates, who were taking injury after injury, knew he need to strike Jean hard and fast.

Sneaking up from behind, Peter aimed an attack for Jean's back. If she could sense him, she wasn't able to turn in defend because of the New Mutants. As he steadied himself, Peter saw Scott rush into the room. The leader exchanged words with Rogue and Kitty, looked at Peter, and nodded at him. Despite not knowing the plan, Peter lunged at Jean from behind. He tackled her in the air, and brought her down to the floor. The New Mutants immediately stopped fighting, and watched what was going to happen.

Kitty reached at Symbiote Jean's face, phasing part of the alien outfit off Jean's face. Then Rogue immediately placed her bare hands on Jean's cheeks, initiating the absorption. As she did, Scott immediately tried to speak to Jean. Peter listened intently, watching as Scott tried so hard to win his love. After agonizing seconds, Rogue freed her grasp and crumbled to the floor. Kitty continued to struggle with the Symbiote, while the real Jean seemed dazed and disoriented, as the Symbiote left its focus from Jean and turned to fight Kitty.

Peter assisted Kitty in trying to pry the alien from Jean's body, while Scott continued to talk with Jean and help Rogue recover. Soon, the others were all yanking at the Symbiote's body, yet it refused to be freed from Jean. Around them, the walls shuddered and cracked, but Jean started to recover a bit. Scott kept up with his emotional motivation for his girlfriend, and it seemed that Jean might actually be able to escape the Symbiote's control. Seconds turned to minutes, as no one would give up on the struggle. The group opted out of using their powers incase of Jean getting hurt, which left them to rely on their strength alone. The Symbiote was fighting back now, still harnessing Jean's TK prowess, and knocking everyone around her flat on their back. To everyone's dismay, the Symbiote wrapped around Jena again, intent on regaining control. I few teens still tried to grab onto it, while Scott started talking to Jean again. Yet, all their attempts did was cause retaliation from the Symbiote in the form of a telekinetic battering ram. Debris and rubble continued to fly around, propelled by the TK force. Soon though, everyone found themselves spinning around with the powerful current as well and being tossed around the room and slammed into each other. None of his or her efforts could stop the Symbiote, but nobody gave up. Kitty managed to grapple Jean and phase the Symbiote away, while Rogue tried to take another whack at draining the alien and Jean. Scott stopped her though, knowing the pressure would surely injure both Rogue and Jean.

"Ya got a better idea?" Rogue protested loudly, but Scott only shook his head. Next to Jean, Kitty continued with her efforts to phase the Symbiote completely off Jean, but the alien suit fought back and knocked Kitty off her feet. Scott tried to blast a chunk of the Symbiote hanging off Jean, but the blast didn't do any good. A sudden rush of TK suddenly slammed him backwards.

Defying Scott's orders, Rogue suddenly lunged forward, whispering an apology to Jean before placing her fingers on Jean's temples. Both girls screamed out, as well as the Symbiote, all three being affected. Peter quickly dashed forward, grabbed onto the Symbiote, and with all his strength, ripped it off Jean and chucked it through the air. The instant he did though, the last remaining affects on Jean from the Symbiote dispersed in the room of a telekinetic burst, sending everyone in the room a good twenty feet backwards, as well as smashing the walls.

To everyone's horror, the warehouse started to cave in, crumbling into rubble about to topple onto the mutants below like a concrete waterfall.

Jean regained her control.

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A/N: **Well then, find out what happens in the final chapter, Epilogue. Read and review please!**


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